tough times never last - bombay stock exchange · tough times never last... the cover of the annual...

Tough times never last....

DiamonD Power infrasTrucTure LimiTeD23rd annual report 2014-15

Tough times never last....

DiamonD Power infrasTrucTure LimiTeD23rd Annual Report 2014-15

www.diatron.in

Tough times never last...The cover of the annual report 2014-15 indicates the impending resurgence in the Indian Power Sector. We believe that the capital investment cycle is on the verge of take-off and our company will lead the growth wave going forward.

forward Looking statementIn this Report, we have disclosed forward-looking information to enable investors to fully appreciate our prospects and take informed investment decisions. This report and other statements – written and oral – that we periodically make, contain forward-looking statements that set our anticipated results based on the Management’s plan and assumptions. We have tried wherever possible to identify such statements by using words such as ‘anticipate’, ‘estimate’, ‘expects’, ‘project’, ‘intends’, ‘plans’, ‘believes’, and words of similar substance in connection with any discussion of future performance.We cannot, of course, guarantee that these forward-looking statements will be realised, although we believe we have been prudent in our assumptions. The achievement of results is subject to risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Readers should bear this in mind.We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Strong foundation1

Know our businesses4 Managing Director’s Speech 7

Jt. Managing Directors’ review14 Theme story 16

CSR @ Diamond Power24 Board of

Directors’ profiles 26

Management Discussion & analysis30 Directors’ report 36

Corporate governance60

Diamond Power Infrastructure Limited

4

Financial sections 74

It’s easy to be swayed by the unexpected downfalls, inordinate delays or waiting for the

tides to turn your way. It’s easy to wait for things to change. It’s easy to sit quietly till the storms

have exhausted their wrath. However, feeling comfortable has seldom helped anyone to do

anything worthwhile.

On the other hand, it is hard to rise up and be tested. It’s hard to continue taking strides

forward, despite the incoming storm. It’s hard to keep pushing and building the next resistance,

despite the dwindling sentiments. It’s hard to be persistent when it comes to maintaining quality

and customer relations in wake of ever-growing input costs and elongated receivables cycle.

The tough times do tend to last forever, unless they are outlasted.

The past two years have been such tough times for the power industry as well as for the

company. The quest to changing the course or turning the tide led us to be more persistent

and in fact more focused to define our edge in a competitive industry. The numbers sometimes

don’t reflect the efforts and fruits that one associates with the concept of success.

2014-15 was one such year – where the huge efforts led to muted success, albeit immensely

valuable. By the end of the year, we stand as a stronger, agile and growth-ready company. The

tough times didn’t last. We outlasted it.

Diamond Power Infrastructure Limited2

Tough times never last...Strong foundation Know our businesses Managing Director’s Speech Jt. Managing Director’s review Theme story

1970 : Established operations

1971 : Established a Conductor Manufacturing unit

1995 : Setup an LV Cables Manufacturing unit

1999 : Setup an Aluminum Rod Mill

2006 : Setup the EPC Business

Small StepS conquer great diStanceS

2007 : Acquired Western Transformers

Acquired substantial stake in Apex Electricals Ltd.

2008 : Setup HV Cables manufacturing unit up to 132 KV

2010 : Capacity Expansion of LV & HV Cables units

2011 : Setup EHV Cables Manufacturing up to 550 KV

Setup Transmission Tower unit

2012 : Acquired strategic stakes in Utkal Galvanizers and Maktel Control & Systems Acquired controlling stake in Danke Controls

Commenced production of Power Transformers and control & relay panels Successfully commissioned 6.3 MW of wind energy at Jamanwada, Kutch

2013 : Acquired strategic stake in M/s Maktel Control & Systems, India’s leading power and control panel manufacturer

Successfully established Ultra High Voltage Cable Testing Laboratory, a first of its kind in India having a capability to 500 KV capacity

Rebranded our range of wires and cables as Diatron

2014 : Successfully commissioned the first phase of ambitious expansion program for 3000 kms of MV cables and 50,000 MTPA of conductors

in February 2014

integrated buSineSSeS• India’sonlyandfifthintheworldtomanufactureEHVcables

• Among the few integratedcompanies in thePower transmissionand distribution, having presence across the value chain.

• AmongthefivelargestcablemanufacturersinIndia

• AmongthethreelargestconductormanufacturersinIndia

• Amongthefast-growingtransformersmanufacturersinIndia

Strong foundation of the past.

Annual Report 2014-15 3Dia

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CSR @ Diamond Power Board of Directors’ profiles Management Discussion & Analysis Directors’ report Corporate governance Financial sections

our productS and capacitieSpower epc ServiceS Special projectS

Conductors upto 765 KV Transformers (Power and Distribution) upto 220 KV Cables (Low Tension, High Tension and Extra High

Voltage) upto 550 KV Transmission towers Relay control panel Unitised substations

Plan, design and commission power turnkey transmission and distribution projects

customisation and execution of: Overhead transmission line

projects Substation projects Rural & urban distribution

projects Cable testing facility up to 500 kV

our brandSdiatron

apex (tranSformerS)

certificationiSo 9001:2008 iSo 14001

productS exiSting capacitieS per annum

rods

Aluminum and alloy rods 32,000 MT

conductors

Alloy and ASCR conductors 50,500 MT

power cables

LV XLPE Power & Control cables 34,300 KMS

MV cables up to 66 KV 5,600 KMS

Specialty cables 3,500 KMS

High tension cables up to 132 KV 2,800 KMS

eHv cables 220-550 Kv

2,500 KMS

power transformers

40-315 MVA up to 220 KV 7500 MVA

5-40 MVA up to 220 KV 2500 MVA

distribution transformers

Up to 5 MVA 2500 MVA

Transmission towers 48,000 MT

2000+ employees

as on march 31, 2015

100+distributors

across 16 indian cities

rs. 203+ crore of market capitalization;

listed on bSe (522163) and nSe (diapower)

Stepping stone to the future.



Know our buSineSSeS

In the past four decades, we have evolved into a fully Integrated Power Infrastructure Solutions Company

at present your company is generating revenues from cables, conductors, transformers, transmission and epc contracts. company provides to its customers, numerous ranges of products in terms of best quality and ensures them optimum satisfaction level. we are glad to give you a brief look on the wide array of product range offered by our company:

cableSOur power cables transmit a reassuring quality that can be counted on at all times. Our range includes the highly reliable LV/HV cables from 1.1KV to 132KV and the EHV cables from 220KV to 550KV. In order to deliver world-class power transmission products, we leverage our CCV method of manufacturing, coupled with German technology. What’s more, we also offer a 10-year warranty on our products against manufacturing defects - a first of its kind assurance that helps build the client’s confidence and trust in our products.

product range LV (1.1KV) grade aluminum/copper, armored/ unarmored,

PVC/FRLS/XLPE cables up to 1000 sq mm in single core and 630 sq mm in multi core that conform to IS1554-I, IS 7098-I and other international standards

Copper control cables up to 61-core with PVC/XLPE/FRLS that conform to international standards and specifications

HV cables up to 132KV as per international specifications and standards

EHV cables from 220KV to 550KV Aerial Bunch Cables (ABC), both in LV & HV grade that

conform to various standards Specialty cables which include control & instrumentation

cables PVC / XLPE insulated ACSR & AAA conductors for special

purposes Flexible cables with single core and multi core that conform

to international standards and BS specifications.

production capacitiesOur key equipment suppliers include global leaders such as Scholz, Nokia-Maillefer and Supermac, among others. Amongst the top five power cable manufacturers in India, Diamond Power has also established India’s first ‘vertical lead extrusion facility’ as well as the ‘aluminum extrusion facility’ for cables, ranging from 66KV and more. Our cable capacities include:

LV cables (1.1KV): 34300 KMPA HV cables (up to 132KV): 5800 KMPA EHV cables (220KV & above): 2500 KMPA

approvals, certifications and testing ISO 9001-2008 Certified Products type-tested at ERDA and CPRI BIS certification for all LV / HV cables, conductors Products approved and accepted by leading electrical

consultants, EPC contractors and corporate houses Products approved by most of the power utilities viz.

Powergrid, NTPC, NHPC and State Electricity Boards


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In addition to the above wider range of Cables, your Company took toddler steps to enter into the market of flexible wires, multi core cables, and special instrumentation and automation cables for domestic and industrial purpose with the brand name of DIATRON.

DIATRON Flame Retardant Cables are made of Electrolytic grade, bright plain annealed copper conductor, as per IS:8130- 1984. These cables are suitable for all Industrial & Domestic wiring applications.

The cables have high oxygen and temperature index and insulation of Flame Retardant- FR PVC compound, giving it additional safety. The cables have twin coating giving it superior insulation. Further the wires have uniform diameter and are available in standard lengths.

DIATRON flexible wires are made of bright, plain multi-stranded annealed copper conductor, as per Class 5 of IS 8130: 1984 with PVC insulation. These wires are used for all industrial-wiring applications and are available in single and multi cores in standard lengths.

conductorSproficient range of conductors Our range of conductors has been designed for superior efficiency and performance. Conductor manufacturing has been Diamond Power’s core competency since inception; it has today evolved into the country’s second largest player with a market share of over 25% and an installed capacity of over 50,500 MT. The product range comprises of 7-strand to 91-strand from 11KV HVDC lines. Diamond Power has supplied more than 1 million KM of conductors.

product range Aluminum Alloy Conductor Steel Reinforced (AACSR) All Aluminum Conductors (AAC) All Aluminum Alloy Conductors (AAAC) Aluminum Conductor Steel Reinforced (ACSR) Aluminum Conductor Alloy Reinforced (ACAR) High Conductivity Alloy Conductors AL-59

production capacities Installed capacity of over 50,500 MT Annual capacity of over 80,000 KMPA

approvals, certifications and testing ISO 9001-2008 certified Products are type-tested at ERDA, NETFA, TAG and CPRI India’s first plant with in-house alloy manufacturing

capabilities with type- testing facilities for rods Products approved with Powergrid, NTPC, NHPC and

SEB’s First in India to develop and manufacture alloy conductors

and proto-test HSHC (High Strength and High Conductivity) conductors

First BIS mark holder for alloy conductors in India having ISI licenses for all types of conductors

product awards Winner of the International Gold Star Award & Quality Award

from BID Spain

tranSformerSpower and distribution transformersDiamond Power’s transformer division has been formed with the takeover of Western Transformers and Apex Transformers. This merger brings in over 4 decades of manufacturing and technical excellence. To further fuel growth in the division, fresh investments in technology, capabilities and capacities have been made. Our transformer range comprises of state-of-the-art power, distribution and dry-type transformers. It includes 11KV to 220KV, all the way up to 315MVA. Each of our transformers undergoes stringent type-testing, ensuring higher efficiency as well as reliability. We have successfully manufactured and type-tested transformers with ratings starting from 10 KV to 315 MVA, up to 220 KV class.

product range Power transformers up to 220KV, 315 MVA Distribution transformers up to 33KV, 2500 KVA Single phase track side transformers up to 145KV, 10 MVA Single phase track side transformers up to 145KV, 31 MVA Cast resin transformers up to 36KV, 3150KVA Current transformers up to 245KV Voltage transformers up to 72.5KV Vacuum circuit breakers up to 36KV, 2500 A, 40KA Dry type transformers



production facilities and approvals Three fully-integrated facilities in Gujarat with in-

house facilities for products such as core laminations, wire drawing, strip mill, winding as well as an in-house transformer oil refinery

A world class dry-type transformer facility Over 50,000 installed transformers worldwide and an

annual production capacity of 5000 transformers

approvals, certifications and testing Our type-testing facilities of up to 1000 KV have been

installed with a view to cover anticipated increased needs in the future

Over 500 type-tests of several sizes done in laboratories all over the world

Our R&D facilities have been certified by DSIR, Govt. of India and ISO 9001-2008

tranSmiSSion towerSa thorough range of transmission towersOur Transmission towers have been designed to withstand the roughest of weathers. Sturdily built and technically superior in quality, these towers can perform in the most demanding of conditions. Not surprisingly, Diamond Power’s Transmission towers are empowering every corner of the country by delivering power efficiently and reliably.

Diamond Power, India’s most diversified power T&D Company has commenced production at its transmission tower facility.

product facilities Our state-of-the-art facility is located at Phase II, Village:Vadadala, Taluka:Savli, Dist.: Vadodara. It has been designed to manufacture a wide range of transmission towers with a capacity of 48,000 MTPA.

turnKeY projectSOur turnkey services in the power T&D sector are the key to our growth. We not only conceptualize the project, but also take charge of various stages of the project including planning, design and development, procurement, right up to the erection and commissioning. This has made us the country’s largest integrated power solutions provider. With our vast product range, we have an in-house control over 80% of the average EPC project cost.

overhead transmission linesOne of our core focus areas is high voltage and extra high voltage transmission line projects. Our technical capabilities, financial viability and superior execution skills ensure a cutting-edge project development and implementation.

rural & urban distribution projectsOur solutions also encompass rural and urban electrification and distribution projects; wherein we offer end-to-end services – right from project design to commissioning.

Substation projectsDiamond Power also undertakes MV, HV and EHV substation projects. Here again, our technical, financial and managerial prowess allows us to configure a project that fulfills client demands.


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managing director’s Speech …The beginning is always the hardest.

Dear Shareholders,2014-15 was among the most testing years since our inception. Having seen our fair share of downturns, we are certain of one thing – times change. However, we continued to do what we do best – make the change instead of waiting for it. But in doing so, the adversities were much higher than anticipated. The Indian economy, which had a long road to recovery, started moving, but lacked momentum. Being at the middle of investment cycle, our high leveraging coupled with lack of new orders and longer receivables cycle, led an adverse impact on our fiduciary condition. Having built an integrated business model, comprising of scale, diverse products and flexible production capability, we were to a large extent able to fend off major repercussions emanating from economic and business slow down. We also used the downturn yet again to strengthen our processes, systems and businesses. We are confident that the impact of the same will be more visible with the impending upturn in the economy in the coming months.

SHri amit bHatnagarManaging Director


Tough times never last...Strong foundation Know our businesses managing director’s Speech Jt. Managing Director’s review Theme story

Future is promised to no one and therefore belongs to people who are ready to create it. At Diamond Power, we have built a well-integrated company with leadership across product and solutions of presence. Our no-compromise policy on quality and penchant for offering world-class engineered products to our customers each time has helped us carve a respected brand. We have ensured our pace with technology and research by investing into specialized products and research infrastructure. Our scale of operations have enabled us to deliver superior solutions are competitive cost, thereby enabling us to expand to newer global markets. I am sure we would come out much stronger in a couple of years. The turnaround has started to become visible in the first quarter of 2015-16. The resolve of the Indian government to infuse a double-digit growth has taken off but still has some time to gain strong momentum. Power being at the core of any economic activity or program will be among the first sectors to rejuvenate. The vision of the Hon. Prime Minister encompasses programs like Make in India, Digital India and Smart Cities. The need for efficient power infrastructure solutions will be among the basic investments. Having built a strong product line and reputation as a one stop shop, we at Diamond Power Infrastructure believe that its time to start a new journey. Towards greater heights. Towards better solutions. We remain committed to the vision of our founder and are focused to deliver. For the tough times never last; tough people do. I would like to thank, all our shareholders, for your trust and your wholehearted support. Shri amit bhatnagarManaging Director

We have always believed that the night is darkest when the dawn breaks. The year

was full of landmarks and milestones for the country as well as the economy. Never before

in the history of democratic India, did we witness the rise of a leader such as our Hon. Prime

Minister, Shri Narendrabhai Modi. Having taken over the reigns of a fledging economy, Shri Modi

has been persistent to try new initiatives, garner public awareness and push his vision for sustained

development across the country and relevant international platforms. However, the beginnings

are always the hardest. The year 2014-15 was also a year of new beginning for us at Diamond Power. Ever

since the company’s inception, Shri SK Bhatnagar, founder and Chairman, has been the driving force of

the company. In his leadership that spanned more than four and a half decade, the company has evolved from

a small entity to a globally renowned integrated power solutions player. He has not only served the company

with great resolve, but more importantly has helped create a superior team which has largely remained intact

as well as shared his vision for growth and sustained excellence. Owing to his age, Shri Bhatnagar has vacated

the Chairman’s position and will now guide us through his advisory position on the company’s Board. I am well aware

that his shoes are too large to be filled by me, but being with the company since past twenty five years makes me confident

to further drive his vision to greater glory.

2014-15 was among the most testing years since our inception. Having seen our fair share of downturns, we are certain of one thing – times change. However, we continued to do what we do best – make the change instead of waiting for it. But in doing so, the adversities were much higher than anticipated. The Indian economy, which had a long road to recovery, started moving, but lacked momentum. Being at the middle of investment cycle, our high leveraging coupled with lack of new orders and longer receivables cycle, led an adverse impact on our fiduciary condition. Having built an integrated business model, comprising of scale, diverse products and flexible production capability, we were to a large extent able to fend off major repercussions emanating from economic and business slow down. We also used the downturn yet again to strengthen our processes, systems and businesses. We are confident that the impact of the same will be more visible with the impending upturn in the economy in the coming months.

Shri S n bhatnagarFounder & Mentor

as a founder and mentor, as a father figure and inspiration of the fastest progressing, giant group having worldwide prominence – diamond power & eSSen group of companieS, you – Honorable Shri Suresh narian bhatnagar are a prized jewel of the nation.

founder & mentor overview

A True Inspiring Leader and a Path Finder!

A small seed of enterprise sown by you in year 1971 with mere capital of few thousand

in hand is now a giant group which is offering its benevolent shade & fruits to thousands of families

A small seed of the enterprise sown by you in year 1971 with mere capital of few thousands in hand is now a giant group which

is offering its benevolent shade & fruits to thousands of families.

This is our humble attempt to bring forth your matchless, towering persona brimming with confidence inspiring one and all and to bring

forth your numerous virtues by which you came out triumphant from the battle of this struggle induced corporate business world.

In your educational career, you have mastered mechanical engineering, you had also served for few years in your initial professional career for Kamani group of companies - a prominent business house at that

time. Even though you were placed well & getting all recognition as a key member of the company, as time flew past, you realized that the

growth and development of your career was not exactly the way you had envisaged.

The inborn qualities of Entrepreneurship, a true leadership and the visionary made you to take a stride forward and start your own enterprise and you have become first generation entrepreneur.

You had very limited resources and business supporting assets to run your small scale industry during that initial time period, but you had the treasure of the clarity of mind and vision, impeccable upright morals, generosity,

correct business ethics and social etiquettes, technical acumen, sheer hard work and perseverance, with these qualities and strength, your journey as an

industrialist started in year 1971.

Your vision and strong dream to excel, supported with sharp intellect, exceptional determination and hard work, you realized this dream and created

everything from absolutely nothing. This strength of yours is being inherited by team Diamond.

The Courage and Vision possessed by you enabled you and gave strength, to decide to go for public issue in year -1993 which got subscribed 16 times, much against the expectations of people who used to laugh at you on going for public

issue that time.

Initially you faced many ups & downs of business but as like running water never stops when it reaches a rock, but it turns either left or right and continues its way, similarly you, always remained confident that no challenge will stand in the way of achieving your goals.

You have successfully achieved remarkable milestones like receiving the Udhyog Patra Award from Hon. Vice President of India, Shri Hidyatulla, recipient of Quality award from Business Initiatives and Directives – Spain.

The design capabilities you possess gave the development of Grooved Contact Wire for railway system and Development of Aluminium Alloy Conductors in the country. The most important and evident achievement is the existence of a INR 3000 Crore plus business Enterprise over last 45 years.

As a first generation Entrepreneur you have not only contributed in the growth of the country but also spared considerable quality time for noble cause of serving needy people of our society to execute your corporate social responsibility.

You remained associated with many NGO’s like the Lions club, Rotary, Blood Banks, and Hospitals to fulfill responsibilities towards society. Even today you are the prime mover for CSR activities done by our group.

You are a rare combination of a successful business tycoon with multitasking abilities. You have a very strong sportsmanship spirit imbibed in you as you remained state level Hockey player in your young age.

During year 2005 to 2008, there was a slow economy trend worldwide which resulted into unstable and uncertain market situations. In year 2008, market virtually crashed and many industries went into trouble. But in our case, with your visionary guidance & courageous support, Diamond group decided to go for expansion into HV cables and we could establish a state of art, ultra - modern infrastructure for HV- EHV cables, within shortest time period in adverse market conditions. By the time we were ready with infrastructure, the market was ready with huge product demand. There are lots of such examples wherein we can see your ability to take right decision at right time and your ability to take calculated risks which never results into losses or failures.

He was associated with many NGO’s like the Lions

club, Rotary, Blood Banks, and Hospitals to fulfill responsibilities

towards society

Chairman pg on GATE GOLD

You always state that achieving happiness of

our business associates & our shareholders and

winning their faith forever is our mission

Under your able guidance & technical acumen, Diamond power has successfully installed & commissioned India’s largest, ultra modern, state- of art “ ESSEN Ultra High Voltage Research & Development Centre and Test Laboratory “upto 765 KV capacity which has got NABL accreditation and has recently won the prestigious award “MAKE IN INDIA Excellence“ - a mission of Govt. of India. Under your leadership team diamond could achieve this milestone without any foreign collaboration.

You always state that achieving happiness of our business associates & our shareholders and winning their faith forever is our mission. It is our aim which you have made us to already achieve to expand our business, to develop new products, to enable our country to source Hi- tech products like EHV cables & systems indigenously and thus reducing dependency of our nation on foreign countries for such essential sophisticated products & add them into our basket and to create more & more job opportunities to discover new heights of our organizational strength which can bring happiness and well being for our business associates and our share holders .

You have armed us with a long term vision, high ambitions and for sightedness. Perhaps the most important lesson we have learnt from you is how a leader should be a father to his people!!!

Today the spirit of our Diamond Power Team represents four essential elements:

- Our Organization

- Our Team

- Our Brand

- Our founder & Mentor - Hon’ble Shri S N Bhatnagar

With whole hearted dedication of Team Diamond Power.

Chairman pg on GATE GOLD

dr. Sumit bhatnagarJoint Managing Director

the foundation that we strived to build over the past decade is now almost ready.

jt. managing director’s review

It’s time to write a new chapter.


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Dear Shareholders,

Year 2014-15 waS a buSY oneWhile the market conditions were adverse starting from second quarter onwards, we focused on improving efficiencies across operations. It meant that each cost was screened and each investment was critically examined. In the past few years, we have developed a robust culture of cost controls and quality controls, which empowered us, to conquer the tide in 2014-15. Year 2015-16 iS all Set to be excitingThe Government of India initiated reforms in its first year of assuming power. However, all things that are meant to be sustainable and empowering, take time to take off. We strongly believe that the business sentiment under the new government is improving and soon will be visible on ground. Power sector will indeed be among the first ones to witness the surge in investments. India being a power deficit country, largely owing to the transmission and distribution bottlenecks will need to focus on efficient ways to strengthen the distribution network to eliminate losses. Being an integrated power infrastructure solutions player having presence across the value chain accounting to 80% of the project costs, we at Diamond Power are excited to step into the future. it’S time to conquer new frontierSIn the past five years, we have timely invested into capacities, technology, wide range of products and quality. We have been proactive in listening, capturing and deciphering customer feedback to create a customer friendly organization. Our distribution footprints span the entire country and at the same time we have been able to expand to similar markets in middle East and African continent. Our investment in the Dicabs brand has further helped us carve a niche amidst commoditized segments. The time has come when the economy is expected to look up. We are prepared to capitalize on the future. I value the support of our stakeholders who have supported us and continue to inspire us to rise beyond our limitations. I wish your support in the future too.

dr. Sumit bhatnagarJoint Managing Director

While the market conditions

were adverse starting from

second quarter onwards, we focused

on improving efficiencies across

operations

The Government of India initiated reforms in its first year of assuming power


Tough times never last...Strong foundation Know our businesses Managing Director’s Speech Jt. Managing Director’s review theme story

2014-15 waS tHe Year of cHange. wHile tHe countrY witneSSed HeigHtened optimiSm, tHe power infraStructure induStrY continued to wait for tHe inveStment puSH. tHe government of india HaS Started to looK at tHe old agenda of “power for all” witH a freSH focuS and never-before viSible entHuSiaSm.

the government’s agenda revolves around supplying adequate power all day (24x7) at affordable prices. the aim is to double electricity generation to two trillion units by 2019. india has an installed power generation capacity of 268,602.35 mw. the country’s per capita power consumption, ~940 kilowatt-hour (kwh), is among the lowest in the world. around 280 million people in the country do not have access to electricity. in comparison, china has a per capita consumption of 4,000kwh, with developed nations averaging around 15,000kwh per capita. given the dismal state of transmission and distribution in the country, the potential investments in power sector are expected to be ~$250 billion (rs. 54000 crore+), with transmission sector expected to account for 20%, amounting to $50 billion (rs. 10200 crore+).

changing.so are we.

IndIa


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Being among the very few home-grown player in a segment dominated by the global companies, Diamond Power has

always used its size to adapt to change, much faster than the giants. Add to that, our ability to expand our products across

various verticals backed by capacities has enabled us evolve from a single product manufacturer to a power infrastructure

solutions company. Our product profile includes conductors, cables (LT, HT & EHV), transformers, transmission towers, relay

and control panels. We further evolved into a pan-India EPC solutions provider, offering cost efficiency as a core competitive

advantage, owing to our presence across products amounting to ~80% of the cost of EPC projects.

We believe the investment cycle by the state electricity boards as well as Power Grid Corporation will reignite the demand for

our products in a big way. Being an indigenous player offering world-class quality, serviceability as single window to multiple

products across the value chain, will be the key growth factors in the coming years. In the meantime, we have utilized the

downturn to learn and implement key lessons, which will add considerably to our efficiency and sustainability going forward.



rising.so are we.

IndIa

india iS at tHe cuSp of a digital revolution. tHe government of india HaS unfurled itS ambitiouS digital india program, wHerebY it aimS to drive digital incluSion acroSS tHe nooKS and cornerS of india.

the initiative is expected to generate employment for 18 lakh indians within next 5-10 years and expected to integrate digital access to governance, inclusion and education to the last mile using mobility and broadband devices. the government is also looking at eliminating imports in the segment and focusing to build india as a technology and innovations hub in the near future. the initiative has already received pledges from corporate india to the tune of investments worth rs. 4.5 lakh crore. this number is further expected to go up with the make in india campaign gaining momentum. while on one hand, technology empowers; and on the other hand, needs quality power.


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At Diamond Power, we believe quality and technology go hand in hand. Being founded by a technocrat, we have always prided

upon our ability to solve problems using state-of-the-art technology. We were the first have always benefitted by staying

ahead of the curve. We at Diamond Power Infrastructure were the first in India to develop and manufacture alloy

conductors and proto-test HSHC (High Strength and High Conductivity) conductors. We were the first BIS mark holder

for alloy conductors in India having ISI licenses for all types of conductors. We have established India’s first ‘vertical lead

extrusion facility’ as well as the ‘aluminum extrusion facility’ for cables, ranging from 66KV and more. We are also the first

Indian company and only fifth in the world manufacturers of Extra High Voltage Cables up to 550 KV.

We also are the only company to offer a 10-year warranty on our products against manufacturing defects – which has enabled us

establish a formidable brand. In 2013-14, we commissioned our state-of-the-art UHV testing laboratory, further strengthening

our reputation as a leader and a client-centric company. We also were fast to to implement an organization-wide ERP

network, which has immensely benefitted our credentials as a cost efficient and customer focused player.

Our ability to sense, envision and adapt to change using

technology has been our key growth driver since our inception. With the country now treading the path of innovation and

technology, we at Diamond Power would continue to partner its journey to successful frontiers. At the same time, we

would continue to adapt to as well as lead the change through proactive investments in technology.



expanding.so are we.

IndIa

india iS getting Smarter. tHe government of india announced two new urban development projectS - Smart citieS miSSion and atal miSSion for rejuvenation and urban tranSformation (amrut), unveiling tHe roadmap for developing 100 Smart citieS and 500 amrut citieS over tHe next five YearS.

the government plans to spend over rs. 3 lakh crore over the next 5-6 years to recast urban cities. of the 98 smart cities announced, 24 are business and industry centres, 18 are cultural and tourist centres & 3 are education and health care hubs. each selected city to receive assistance of rs. 100 crore ($ 16.12 million) per year for five years. the impact of smart cities will also be visible on the power sector. for instance, india will spend $21.6 billion over the next 10 years on smart grid infrastructure. 14 smart grid pilot projects to be implemented by state-owned distribution utilities in india and investment of around rs. 25,300 crore ($4 billion) to roll out a new metering system and upgrade distribution networks in the country will be made in the coming years.


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Having set-up a robust distribution network across the country, we at Diamond Power Infrastructure cater to pan-India consumers. Our vast product range coupled with large capacities enable us to offer world-class quality at competitive costs. Our brand – DICABS is among the reputed brands in the sector and enjoys top of the mind recall among the suppliers as well as consumers. Our investments in quality have led to sustained relationships and approvals with most of the large state electricity Boards as well as PGCIL. Being an integrated power infrastructure company, we are in a good position to capitalize upon the impending upswing of EPC projects. Over the years, we have developed an edge in terms of executing turnkey projects including overhead transmission lines, rural & urban distribution projects and well as substation projects. Presently, our total order book is valued at Rs. 2600 crore – to be executed and translate into revenues within next two years. The mix of private sector to Public sector stands in equal proportions, thereby establishing our brand across customer segments. EPC comprises of 1/5th of the order book, further expecting to improve in view of the smart cities initiative in the coming years.



enterprising.so are we.

IndIa

traditionallY, india HaS been a land of entrepreneurS. in tHe paSt two decadeS, india HaS offered a grand Stage to tHe aSpirationS of millionS of firSt generation entrepreneurS.

the genesis of your company also lies in such tradition. in the past two years, entrepreneurship has resurged like never before. at diamond power, we have firmly believed in developing an entrepreneurial culture, thereby empowering every employee to play a larger role in decision making and shaping their future.


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We have ensured a transparent culture, which is based on open door policy. This has led to a merit-based appraisal culture and

also ensured that ideas can be identified, communicated and implemented across levels in a seamless way. Being a diverse

corporate, we have chose to work with top talents from the industry, having a knack of taking tough decisions and offering

solutions. The culture of multiple ideas and views keeps us nimble footed to challenge our own assumptions and therefore

remain agile and adaptive in the ever-evolving world.

Having acquired multiple companies, our operations sport

a diverse culture – focused on a common goal. With team strength of 2500+ dedicated entrepreneurs, we are ourselves

shaping the way corporates of tomorrow would work – by sharing ideas and responsibility – to achieve a common goal

– of sustained excellence.



investinginto the future.so are we.

IndIaCSR @ Diamond Power

2014-15 was a proud year for us at diamond power infrastructure. the government of india for Hon. prime minister’s flagship program – Swaccha bharat, nominated our present managing director Shri amit bhatnagar among the eminent national brand ambassadors. amit bhatnagar has been actively involved in social integration initiatives and cleanliness as well as upkeep of the city of vadodara, since the past two decades. we see the honour bestowed upon our managing director as a source of immense pride as well as responsibility. all the stakeholders of diamond power infrastructure remain committed to keep our cities as well as the country clean through smaller efforts as well as larger campaigns in the future too.


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cSr @ diamond power Board of Directors’ profiles Management Discussion & Analysis Directors’ report Corporate governance Financial sections

we at diamond power infrastructure believe that the world will only change if each of us contributes as well as plays an active role in it. we believe in the core value of “doing well by doing good”, and ensure active participation in the social causes in the regions of presence. we support multiple causes, namely towards education, empowerment, enrichment and environment.

education We have commissioned a primary school at

Vadadala, which plays a key role in educating the children of the village

The school continues to empower hundreds of aspiring students through quality education

The company actively contributes towards upkeep and modernization of the school, with valuable support from reputed organisations like Baroda Round Table 49 and Ladies Circle 76.

empowerment The company has played an active role in formation

and now upkeep of ‘Bal Gokulam Society – A Home away from home’

It is a first of its kind children home of the country established to provide shelter and protection to the orphans and physically challenged children and give them parental care, which is managed by Baroda District Probation and Aftercare Association

The centre offers every child formal or non-formal education and empowers them to lead a better life by educating them on health, first aid, cleanliness, general knowledge and computers, thereby aiding their all-round development

engagement The company has also played a valuable role in

integrating society through the cause of fitness and health with Vadodara Marathon

The company has been the co-sponsor of the Marathon event since past five years

The Vadodara International Half Marathon is India’s first large scale international marathon which was organized in a non-metro city

The Vadodara Marathon has become a great congregation for citizens and even serious runners, thereby earning a spot on the AIMS International Half Marathon Calendar

It also was honored by the title ‘Smallest City, Biggest Marathon’.

Vadodara Marathon, an independent Non-Profit Company, governed by a Board of Management comprising of leading industrialists, social workers, educationalists, professionals, directors etc.

Shri Amit Bhatnagar, Managing Director of the Company is on the Board of Vadodara Marathon and also takes active interest in the activities.

enricHingThe company also supports the following services actively, towards better health and enriching the quality of lives o its employees and society at large

Adopted and offers the ‘Ambulance Kendra’, which has reached out to many people in need and has helped saving hundreds of lives

Organizes blood donation camps once in every three months wherein the employees, their friends, family members and many others come to donate blood

Diamond Power supported by Baroda Round Table 49 & Baroda Ladies Circle 76 organise frequent free eye checkup camps for cataract followed by free cataract removal by laser at Hi-tech Eye Surgery clinic for aiding the underprivileged societies in the community.

environment

The company supports tree plantation initiative, encourages use of ‘Public Transport’ as a measure of reduction in the emission of green house gases, as well as holds regular Traffic Education initiatives for the citizens of Vadodara

The company’s innovative campaign “Ek Tha Water – Running successfully, till water runs out” continues to play a vital role towards improving awareness about curtailing wastage of water in the city



DR. SUMIT BHATNAGAR Joint Managing Director

Dr. Sumit Bhatnagar is the Joint Managing Director of our Company since January 2010.

He has pursued BE in Electronics from Pune University and also holds an Hon. Doctorate in

Business Management, MBA in international finance from Swinburne University, Melbourne,

Australia with chancellor’s medal and scholarship for obtaining highest grades in his

course. He is also a certified ERP Professional for Microsoft, Oracle & SAP.

Shri Sumit Bhatnagar has been associated with our Company for over 21 years. He has

more than 16 years of experience in Business Process Analysis, re-engineering, System

Study like ERP, ISO 9002, developing in-house internal audit system and putting in place the

MIS for decision making and control.

Shri Bhatnagar is also a Trustee on the Board of BalBhavan Society of Vadodara,

Vice President of Savli. Taluka Industries Association, Chairman of Baroda Round

Table – 49 and has also been felicitated with the National Business Leadership Award for

Industrial Development given by IEDRA.

Shri Amit Bhatnagar is the Managing Director of our Company since January 2010. Prior to

that, he was the Joint Managing Director of our Company since 1992. He holds a Bachelor’s

degree in Industrial Engineering (gold medalist) from Saurashtra University and MBA in Finance

& MOP with a gold medal from the Asian Institute of Management, Manila.

Shri Bhatnagar has over 25 years of experience in Managing the Company. He also has a

varied experience in the power equipment industry, which includes business-to-business

selling via the dealer and industrial marketing route.

Shri Bhatnagar was also awarded the ‘UdyogRatan’ award for 2007-08 by the

Government of India. He is also one of the founders of Vadodara Marathon’ and is

an Executive Committee Member of the BalGokulam, a children shelter established by

the Government.

SHRI AMIT BHATNAGAR Managing Director

Board of DirectorsProfile


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CSR @ Diamond Power board of directors’ profiles Management Discussion & Analysis Directors’ report Corporate governance Financial sections

SHRI RANVIR SINGH SHEKHAWAT Independent Director

“Mr R S Shekhawat is a renowned name in Power, Communication & Special application

Cable Industry. He is a technocrat having more than 48 years of rich experience in

cable manufacturing and has worked at top positions in leading cable units. He has to his

credit, setting up and operation of six large scale cable manufacturing plants including

two for corporate giant, M P Birla Group. He has undergone training at world leaders like

ABB cables & Ericsson cables of Sweden. He has also helped many, in product development

and stream lining operations through his consulting”.

Jaideep Nigam is B.E Mechanical, with M.B.A in International Business, He carries a diverse

& varied Industry experience with World top Brands/Big Groups of 23 years based in Dubai

with an overall successful track record of 28 years. He holds personal/Business rapport with

Eminent Arabs, Top Businessmen / Industry professionals & Government Institutions

across Middle East , Africa & India.

His strong Networking/P.R Skills coupled with brilliance in Marketing has helped establish

Brand Diatron across M.E & Africa in a very short span of time with a long term Dealer

relationships & penetrative ongoing sales in Region.

SHRI JAIDEEp NIGAM Independent Director


Tough times never last...Strong foundation Know our businesses Chairman’s overview Jt. Managing Director’s review Theme story

Shri Ashok Kumar Singh is having massive experience of over 36 years with Government

of Uttar Pradesh and Government of India, he is retired I.A.S Officer and served with many

prestigious government organizations, he also served as Magistrate and Dy. Labour

Commissioner. He was Secretary for Planning Department, U. P. Government.

Other than above, he was awarded for the best performance as Dist. Magistrate and

honored with President of India’s Silver Medal for the best work on census operation as Dist.

Magistrate Basti.

SHRI ASHOK KUMAR SINGH Independent Director

Ms. Nivedita Pandya - Is a Graduate in Mechanical Engineering from S.P University

- V.V Nagar, with wide techno- commercial experience in industries majorly in cable

industry. She has been Instrumental in the execution of several prestigious Green field

projects including setting up of state of art HV- EHV cable plants , Tower manufacturing

plant etc, UHV Laboratory & R & D centre etc.

Is also doing extensive work in the field of Machinery design & its Manufacturing since

last over 15 years and travelled extensively to Europe & China for technology selection

sourcing etc.

MISS NIVEDITA pANDyA Woman Director

Shri Ashok Kumar Gautam is one of the leading consultants for many Corporates. He has a

vast experience in Tax administration and is presently one of the top professional in Tax

Matters in the country. He was with Reserve Bank of India in 1976 and after Joining IRS

(Income Tax) in 1977, served around 35 years in Indian Revenue Service in 6 different states

in the country.

SHRI ASHOK KUMAR GAUTAM Independent Director


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CSR @ Diamond Power board of directors’ profiles Management Discussion & Analysis Directors’ report Corporate governance Financial sections

Strong foundation Know our businesses Managing Director’s Speech Jt. Managing Director’s review Theme story

Management Discussion & Analysis

2014-15 was a challenging year for the

global economy. Oil prices once trading at $115 per

barrel witnessed a sharp dip to 50% levels by

December 2014.

Tough times never last...

Annual Report 2014-15 31Man

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Economic ovErviEw2014-15 was a challenging year for the global economy. Oil prices once trading at $115 per barrel witnessed a sharp dip to 50% levels by December 2014. The estimates indicate no mid-term threat towards rising prices. However, the low crude prices failed to enthuse confidence in the global economy owing to the various challenges across multiple economies. While the Eurozone grappled with its currency crisis, with inflation rising in Greece and Spain. The slowdown began to take shape in China, with the government deciding to ditch the “growth at all cost” strategy employed since 2008 and took initiatives to control credit flow. This started to hurt the Germans, as the orders of machines were impacted. The US started to show results on which still remains a long road to recovery. However, speculations continue to thrive on the rise of bank rates buy the Central Bank, in wake of the economic upturn. However, now with the weaker outlook on Europe and China, and the potential impact on US Dollar, the rate rise my be further delayed.

indian economy overviewYear 2014-15 can be termed as a euphoric year of contrasts. The national elections of 2014 set the tone in terms of uprising of a single largest party in years. The mandate along with the bleak economic situation led people to believe that growth will be brisk and therefore various business optimism indices reflected the optimism. However, the road to recovery is always steeper than the fall. While the equity markets rose, both in terms of election results and business confidence; the reality continued to bear the brunt of heightened optimism. With the oil prices also coming down, the investment cycles from the corporates remain stagnant. Moreover, while the plans are being made and the grounds being laid to kick-start investment programs in infrastructure sector; the current scenario is demonstrating the signs of impatience. While the indigenous programs like Make in India and Swacch Bharat Abhiyaan have also been initiated; the predictions signal a timeline of two years for the optimism to ferment into economic growth.

The Government is now focused on simplifying processes and attracting more investments from the Indian diaspora outside country along with global companies. The Government also focused on removing policy bottlenecks to simplify documentation and processes to initiate business activities. The Union Budget announced measures to restart the infrastructure creation and prior to that the coal blocks allocation were completed successfully. Given the large consumer economy and favourable demographic indicators, the country is attractively poised to reignite its economic machinery.

India is the second most economically confident nation due to the improved performance by the industry and services sectors, according to a recent report by global research company, Ipsos, called Ipsos Economic Pulse of the World. India needs to revitalize the investment cycle and fast-track structural reforms to speed up growth, the report says.

outlookAccording IMF World Economic Outlook April, 2015 India ranks seventh globally in terms of GDP at current prices and is expected to grow at 7.5 per cent in 2016.

India’s economy has witnessed a significant economic growth in the recent past, growing by 7.3 per cent in 2015 as against 6.9 per cent in 2014. The size of the Indian economy is estimated to be at Rs 129.57 trillion (US$ 2.01 trillion) for the year 2015 compared to Rs 118.23 trillion (US$ 1.84 trillion) in 2014.

The steps taken by the government in recent times have shown positive results as India’s gross domestic product (GDP) at factor cost at constant (2011-12) prices 2014-15 is Rs 106.4 trillion (US$ 1.596 trillion), as against Rs 99.21 trillion (US$ 1.488 trillion) in 2013-14, registering a growth rate of 7.3 per cent. The economic activities which witnessed significant growth were

‘financing, insurance, real estate and business services’ at 11.5 per cent and ‘trade, hotels, transport, communication services’ at 10.7 per cent.

industry ovErviEwthe backgroundIndian power sector is undergoing a significant change that has redefined the industry outlook. Sustained economic growth continues to drive electricity demand in India. The Government of India’s focus on attaining ‘Power For All’ has accelerated capacity addition in the country. At the same time, the competitive intensity is increasing at both the market and supply sides (fuel, logistics, finances, and manpower).

India has the fifth largest power generation capacity in the world. India’s installed capacity stood at 272.5 gigawatts (GW), as of FY15. Thermal power, the largest component, was 189.3 GW, followed by hydro 41.6 GW, renewable energy 35.8 GW and nuclear 5.8 GW. India’s total power generation capacity has increased at a Compound Annual Growth Rate (CAGR) of 9.4 per cent over FY09–15.

India is the third largest producer of electricity in the world. In FY15, India generated 1,048.7 terawatt-hours (TWh) of electricity. Over FY10–15, electricity production expanded at a CAGR of 6.3 per cent.As per the 12th Five Year Plan, India is targeting a total of 88.5 GW of power capacity addition by 2017, of which, 72.3 GW constitutes thermal power, 10.8 GW hydro and 5.3 GW nuclear.

The financial year 2014-15 saw the highest capacity addition of 22,566 MW in a year, which is a 26.6% rise on year-on-year basis. The actual electric energy generation during the Fiscal 2015 was 1,048 BUs against the generation of 967 BUs in the previous fiscal. For the XIII five year plan period, NITI Aayog estimates that in order to meet the projected demand requirement by 2022 at a GDP growth rate of 9%, capacity addition of 94,000 MW would be required along with matching expansion in transmission and distribution systems. Further, to maintain a sustained economic growth of 8% through to Fiscal 2032, as per the NITI Aayog, India needs to increase its electricity generation several times over for which the power generation capacity must increase to around 8,00,000 MW by Fiscal 2032.

t&dThe transmission and distribution system in India is a three-tier structure comprising of regional grids, state grids and distribution networks. These regional grids currently, are operating as an integrated unit of national grid with an inter-regional transfer capacity of more than 32,000 MW, whereby surplus power from a region could be redirected to another region facing power deficits, thus allowing an optimal utilization of the national generating capacity. The inter-regional grid connectivity has lent flexibility and brought resilience to the system. The National Grid in the country is now one of the

Electricity production in india (twh)

FY10 FY11 FY12 FY13 FY14 FY15

771.

16 811.

1 876.

9

912.

1 967.

2 1048

.7CAGR: 6.3%

Source: BP Statistical Review, TechSci Research, Notes: FY – Indian Financial Year (April-March) TWh – Terra Watt Hour, *Provisional



largest operating synchronous grids in the world. During the financial year 2014-15, a total of 22,101 cKms were added to the transmission capacity, which was around 32% higher than the transmission capacity added in the previous fiscal.

The Distribution Sector, which provides the crucial last mile connectivity and has disparate, numerous and varied consumers, is the weakest link in the power sector value chain of Generation-Transmission-Distribution. The Distribution Sector is facing problems like exorbitant losses, suboptimal internal functioning of regulatory institutions, mismatch in tariffs, etc. The Government of India has taken various measures to make the State DISCOMs/utilities viable, like Transitional Finance Mechanism (TFM), incentivization through technology interventions in R-APDRP and NEF, devising utility-wise turnaround plan and monitoring its implementation at the highest level.

In 2014-15, more than 22,101 circuit kilometers (ckm) of transmission lines have been commissioned against 16,748 ckm during 2013-14. This growth of 31.96% also led to highest ever achievement in the country.

The Government is hopeful of witnessing investments of nearly Rs. 3 lakh crore in the transmission and distribution sector within the next four years, mainly from the private sector. This investment will also be supported by over Rs. 1 lakh crore ($18 billion) from the Government through schemes such as the Deen Dayal Upadhyay Gram Jyoti Yojana and Integrated Power Development Scheme.

the challenges are evidentIndia has perennially remained a power deficit country. Huge potential exist for power generation and Transmission & Distribution sector in the country as country’s per capita electricity consumption at 917 kwh is much below the world average of 2933 kwh.

transmission - Addition in ‘cKm’ during 12th Plan up to march 2015

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220 KV35000

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IN 2014-15, MORE THAN 22,101 CIRCUIT KIlOMETERS (CKM) OF TRANSMISSION lINES HAVE BEEN COMMISSIONED AGAINST 16,748 CKM DURING 2013-14. THIS GROWTH OF 31.96% AlSO lED TO HIGHEST EVER ACHIEVEMENT IN THE COUNTRY.

Per caplta Electricity consumption (kwh/capita)

World OECD China Brazil India

2933

8226

3312

2441

917

Source: IEA; CEA; India Nivesh Research

India much below world

average


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The Indian T&D sector continues to face multiple challenges including, deficient current transmission capacity due to losses from generation to distribution; delays in future transmission capacity addition; inefficient operation and maintenance in the existing system; delays in land allocation for new substations and insufficient focus on New Technology and innovation. Input costs coupled with depreciating currency have its own set of challenges for the companies in the sector.

the opportunities are unfoldingThe Government of India has taken active interest in its first year to help eradicate key issues in the sector. The Government has focused more on transmission and distribution sector especially in the SMART GRID and Ultra high voltage segment. On account of steps taken by the Government, in terms of expediting forest clearances and intensive monitoring of critical transmission lines, highest ever transmission lines have been commissioned during the year 2014- 15. Similarly, the overall increase in the transformation capacity has been 65,554 MVA during 2014-15. The major inter-state transmission system (ISTS) commissioned in 2014-15 strengthened the synchronous interconnection of Southern Region (SR) with rest of the country thereby facilitating reliable operation of single frequency National Grid. The huge capacity addition coupled with higher generation and improved transmission capacity has resulted in considerably reducing the electricity energy shortage from a level of 7 to 11% during the last two decades to a record low of only 3.6% during the year 2014-15.

With the Stable Government at Centre and the “Make in India” mission of Government of India (GOI) the T&D sector in the country is expected to benefit immensely in the coming years. With the capital investment cycle being throttled out of its slumber, the sectors such as infrastructure, power, railways, etc. are expected to drive the need for robust T&D infrastructure. The Investments planned by PGCIl and other utilities in the Ultra High Voltage segment, SMART GRID, SMART CITY are expected to translate into bigger opportunities for companies in the T&D space. The mantra of “Make In India” is also going to tip the scales in favour of the Indian entities in the sector. GOI is very much focused on clearances for the Coal Blocks and lands for the Power plants to take off which will be a huge boost to the T & D segment. The recent support by the GOI to SEB’s will open up the expansion plans in the Transmission and Distribution networks.

Electric power supply per person in India is very small, as compared to China it is only 1/3rd, and so naturally it will increase much more in the future. The power demand is growing rapidly in India. This makes the T&D sector in the country highly attractive from the long-term point of view. Over the years, the Indian government has undertaken a massive power generation and transmission capacity addition plans in the country. While India has added 50,000 mw in 11th plan (2007-12), it further plans to add 88,000 and 93,000 mw in 12th (2012-17)

and 13th (2017-22) plan respectively. In addition, Power Grid Corporation of India (PGCIl), country’s central transmission utility, and single biggest customer for T&D companies, has planned to spend about Rs 1.1 tn in 12th plan towards expanding the T&D infrastructure.

t&d LossesThe aggregate Power loss in the country is almost three times the amount of Power Deficit. In almost all the states, the losses are 2-3 times the amount of power deficit.

At an all India level, the power deficit almost halved to 4.2% in 2013-14 from 8.7% the previous year. Though the complete data for 2014-15 is not yet available, data up to January 2015 indicates that the power deficit has come down to 3.8%. The deficit was 8.5% in 2011-12. The steep fall in the deficit is because of the steep increase in power production while the demand has gone up only slightly.

The government aims to reduce the Aggregate Technical and Commercial losses (AT&C) up to 15% in the country and improvement in power distribution sector, Government of India has launched the Restructured-Accelerated Power Development and Reforms Programme (R-APDRP) in July 2008. The focus of R-APDRP is on actual demonstrable performance by utilities in terms of sustained AT&C loss reduction.

This growth of 31.96% also led to highest ever

achievement in the country

Planwise capacity addition (mw)

9th 10th 11th 12thE 13thE

18,5

24

21,1

51

50,8

05

88,5

37

93,0

00

Source: CEA; MoP; India Nivesh ResearchNote: Excluding Renewable Capacity additions



comPAny ovErviEwAbout the companyDiamond Power infrastructure limited is an integrated solutions provider in Power T&D space in India. Primarily established as a conductor manufacturer in 1970 by Shri S N Bhatnagar, a first generation technocrat, Diamond Power achieved greater integration post completion of is expansion projects during 2010-11. Today, it commands presence across the value chain – Conductors, Cables (lT, HT & EHV), Transformers (Power and Distribution), Transmission Towers and EPC services. with One Manufacturing location and Nine Stores at different places across the India; the Company also has more than 100 distributors across 16 Indian states. The Company sells its products under ‘Diatron’ brand. The company was a recipient of Make In India award for EHV Cables in 2014-15.

Performance review2014-15 too continued to be a challenging year for the company. The company started the year with the completion of the first phase of its ambitious expansion project. Shaping up to be among the most integrated power infrastructure players having the widest range of products across the value chain, the company built a strong foundation, which was tested for sure during the year under review.

While the mood of the nation remained euphoric In 2014-15, the translation of the same into the business sentiment remained elusive. Multiple efforts at policy levels by the Government of India, surely contributed to the assurance of an attractive future but did little to kick start the investment cycles in the infrastructure space. The lack of orders due to a near halt in economic activities led to lower volumes in each of company’s businesses, as compared to the previous year. Compounding the pain were a potent blend of high cost on previous orders as well as lack of affordable funds to meet competitive bids for new orders. The working capital cycles stretched with the debtors facing the delays from respective counterparts due to economic sluggishness. The lack of funds and erosion of margins also led to elongated project timelines, thereby delaying the booking of revenue this fiscal. In addition, with heavy unexpected rains in Gujarat, the company suffered considerable loss of goods in its Vadadala factory caused by flooding. All these are well reflected in the financial performance of the company.

In 2014-15, the company registered a total income on a standalone basis of Rs. 2422.76 Crore, as compared to Rs. 2674.29 Crore in 2013-14. The company’s EBIDTA stood at Rs. 24.21 crore in 2014-15 against Rs. 289.80 crore in 2013-14. The company booked a loss of Rs. 115.74 Crore compared to a profit Rs. 103.96 Crore in 2013-14.

The company’s Conductors generated revenue of Rs. 671.78 Crore as against Rs. 738.90 Crore in 2013-14. Power Cable generated total revenue of Rs. 1350.78 Crore as compared to Rs. 1485.74 Crore in 2013-14. Power Infrastructure generated total revenue of Rs. 103.83 Crore as compared to Rs. 157.87 Crore in 2013-14. Tower generated total revenue of Rs. 341.94 Crore as compared to Rs. 383.29 Crore in 2013-14.

However, the company chose to do what it does best – finding solutions to challenging problems. The company ensured the orders at hand were fulfilled in minimum time despite the uncontrollable delays. The company revisited its expansion plans and processes across its verticals to control costs and implement stricter checks. The company also focused on reaching out to banks and financial institutions to navigate through fiduciary challenges. The company well understood that the pain was indeed temporary but what mattered was to continue the momentum to perform despite adversity. In its two decade-plus tenure, the company has used challenging times such as these to strengthen its core and therefore outperform in the upturns.

The company’s expanded capacities have kept operating and are in an attractive spot to capitalize upon the impending upturn. The company also ventured in the global markets through its Dubai office in 2013 and this year, the company continued to spot opportunities and initiate small steps. The impact of the same will be visible in the years to come. The company also kept its presence in exports, albeit at the smaller level as compared to previous year.

Expansion planThe Company’s expansion program has undergone delay as well as increases in the overall project cost from Rs. 753.37 Cr to Rs. 1,003.22 Cr. The Company is well positioned to take benefit of the expected improvement in the industry provided timely implementation of the expansion project by December 2015 and adequate support from our esteemed stakeholders.

The company also ventured in the global markets through its dubai office in 2013 and this year, the company continued

to spot opportunities and initiate small steps.


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swot AnALysisstrengths

An integrated EPC player, having product mix covering 80 per cent of the average project cost

Two decades of proven expertise and focus Access to educated and credible intellectual capital Proven expertise in product innovation, quality and

customisation Evolved from a single product company to an EPC

company; presently scaling up the value chain A well-defined and scalable organisation structure lead

by an experienced and qualified management team Preferred supplier to a world-renowned clientele Established reputation as a Value added products

company Scalable businesses having state of the art technology

and machinery Diversified product mix resulting in derisked revenue

growth. weakness

Operates in capital-intensive segments Key raw materials are prone to volatility Directly prone to economic cycles

opportunities Indian economy is expected to wake up from slumber

in the next two years with the current Government’s relentless focus

Power sector is going to be among the first ones to see capital investments

Up gradation of existing T&D network

threats Increasing competition from global players Volatility in input cost

HumAn rEsourcEsAt DPIl, employees are not only considered to be the stakeholders in the corporate growth but also are the key drivers of its performance. The Company always endeavours to provide an environment that encourages talented professionals to perform to their fullest potential. The Company owes its success to its loyal and efficient human asset. The Company believes that, by effectively managing and developing human resources, it can achieve its vision. It imparts specialized and technical training to its employees at regular intervals, which enrich their knowledge, skill and competency to perform their job effectively and efficiently. This also encourages employees to shoulder more responsibilities and take part in the growth of the Company’s business. The Human Resource strategies aim at attracting, developing and retaining talent pool in the Company. As on 31.03.2015 the number of employees was 2000+. The industrial relations were also cordial during the period under review.

internal control systemThe Company has an adequate system of internal controls to safeguard and protect from loss, unauthorised use or disposition of its assets. All transactions are properly authorised, recorded and reported to the management. The Company is following all the Accounting Standards for properly maintaining the books of accounts and reporting of financial statements. The Company has an Internal Audit department and has also appointed external Internal Auditors to review various areas of the operations of the Company. The audit reports are reviewed by the management and the Audit Committee of the Board periodically.

risKs And concErnsThe Company is exposed to normal industry risk factors of competition, economic cycle, uncertainties in the international & domestic markets and credit risk. The Company manages these risks, by maintaining a conservative financial profile and by following prudent business and risk management practices.

sub-station - Addition in mvA/ mw during 12th Plan up to march 2015

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765 KV149000

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Directors’ Report

Annual Report 2014-15 37Dire

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To, The Members,

Your Directors are pleased to present the Twenty Third Annual Report together with the Audited Financial Accounts of the Company for the year ended on 31st March, 2015.

FinAnciAL rEsuLts

Rs. in lacsParticulars stAndALonE consoLidAtEd

year Ended on 31.03.2015

Year Ended on 31.03.2014

year Ended on 31.03.2015

Year Ended on 31.03.2014

Income 2,43,304.01 2,68,088.01 2,85,009.49 3,18,534.11 Expenditure 2,33,232.53 2,41,202.01 2,79,751.57 2,89,554.21 Exceptional items 3,001.34 - 3,001.34 - Gross Profit / (loss) before Interest, Depreciation & Tax 7,070.13 26,886.00 2,256.58 28,979.90 Interest 12,779.56 11,179.79 14,558.26 12,263.34 Depreciation 5,302.86 3,509.34 5,593.05 3,613.42 Profit Before Tax (11,012.28) 12,196.87 (17,894.73) 13,103.14 Provision for taxation / Deferred Tax 562.00 1,800.00 548.00 2,010.00Profit After Tax (11,574.28) 10,396.87 (18,442.73) 11,093.14 Share Capital 5,814.20 5,814.20 5,814.20 5,814.20Reserves & Surplus 78,550.22 86,717.00 75,589.02 92,403.93 EPS (21.43) 19.25 (34.15) 20.54

imPortAnt PErFormAncE PArAmEtErs

Particulars 2014-15 2013-14standalone consolidated Standalone Consolidated

Gross Profit Margin (%) 2.91 0.79 10.03 9.10 Asset Turnover (times) 0.81 2.11 0.97 1.08 Interest Coverage (times) 0.55 0.45 2.40 2.36 Earning per Shares (diluted) (Rs.) (21.43) (34.15) 19.25 20.54

rEsuLts oF oPErAtions And tHE stAtE oF comPAny’s AFFAirsOur total income on a standalone basis decreased to INR 2422.76 Crore from INR 2674.29 Crore in the previous year. Our Conductors generated revenue of INR 671.78 Crore compared to last year INR 738.90 Crore. Power Cable generated total revenue of INR 1350.78 Crore as compared to last year INR 1485.74 Crore, Power Infrastructure generated total revenue of INR 103.83 Crores as compared to last year INR 157.87 Crore. Tower generated total revenue of INR 341.94 Crore as compared to last Year INR 383.29 Crores. Our total income on a standalone basis Increased to INR 10.28 Crore from INR 6.59 Crore in the previous year. Our total loss for the financial year 2014-15 is Rs. 115.74 Crores Compared to past years profit Rs. 103.96 Crores. The cash flow mismatch is cumulative impact of certain external factors combined with other economic factors. The rising cost of finance and execution delays have resulted in transmission and distribution projects not being taking off as expected, translating to slower demand growth for conductors and cables. Further, delay in implementation of the Expansion Project has also contributed significantly towards the current stressed position of the Company. The detailed reasons for current liquidity constraints are presented as below:

(i) slowdown in economy – resulting in sluggish growth in Power sector:

Growth of the transmission and distribution equipment industry (viz. conductors, cables, towers) majorly depends on the growth of the economy and investment in power sector, by public as well as private sectors. However, from 2012-13 to 2014-15, growth has slowed

down considerably resulting into cascading effect on all industries. As the Power sector is positively correlated with the growth of the economy, the decline GDP growth has resulted in sluggish growth in Power sector.

(ii) increase in Price of Key raw material (viz. Aluminium, XLPE compound):

Aluminium and XlPE Compound are key raw materials used in manufacturing of conductors, cables and towers. Aluminium comprises approximately 80-95% of the total raw material cost of the finished goods based on the type of product (viz. conductors, cables etc.). The price of Aluminium and other key raw material has increased consistently over a period of last 1 year which has lead to significant increase in the cost of production.

Further, it is important to note that the Company was unable to pass on the cost of the higher input costs to the customers and has eroded margins of the company as cost of production has significantly increased with no corresponding increase in price of existing orders due to following factors:

(i) Fixed rate orders taken up at the time of lower Aluminium prices have become loss making and cannot be re-negotiated due to nature of contract.

(ii) There are orders with price escalation clauses which have also become loss making as the variations is received only on 60/90 trailing though prices are varying every 6/7 days.

Further, for some orders price escalation clauses are ineffectual in case actual delivery is not as per pre-agreed delivery schedule. The Company was unable to meet pre-agreed delivery schedule due to inadequate working



capital funds and hence it could not take benefit of the said price escalation clauses.

(iii) Lack of adequate working capital: In Feb 2014, the Company’s working capital requirement

(both fund-based and non-fund based limits) for FY-14 & FY-15 was assessed by the lead Bank at Rs. 1,710 Cr and Rs. 2,250 Cr for an estimated turnover of Rs. 2,702 Cr and Rs. 3,774 Cr, respectively. However, the revised working capital limits were not available for FY-14 and FY-15 even though the Company has achieved Gross Sales of approx. Rs. 2,764 Cr and Rs. 1,611 Cr in FY-14 and FY-15, respectively. Therefore, it is very evident that company has inadequate working capital facility and is facing stress on liquidity.

Hence, due to the non-release of sanctioned working capital facility for FY-14 by banks the company had a total working capital limits shortfall of about Rs. 280 Cr as per the assessed limits.

It is pertinent to note that additional WC of Rs. 281 Cr (i.e. increase from Rs. 1,429 Cr to Rs. 1,710 Cr) for FY-14 is assessed by considering Aluminium price of Rs. 136/ Kg vis-à-vis actual average purchase price of Rs. 164/ Kg (Nov-2014). Further, the working capital limit presently available to the Company of Rs. 1,429 Cr was assessed in FY-13 (i.e. in Oct-2012) by considering Aluminium price of Rs. 115/ Kg. In the above backdrop, it is very much evident that there is significant difference in the actual purchase price of key raw material and the purchase price considered during FY-13 assessment at which working capital limits are currently available to the Company.

Non availability of adequate bank guarantee has also contributed to the stress on liquidity as the Company could not raise advance payments from clients. Presently, the Company could not take advance payment of approximately Rs. 33 Cr from PGCIl alone due to lack of APBG.

(iv) Elongated working capital cycle: The Company has been facing elongated working capital

cycle due to various industry issues. The stress on working capital cycle can be seen from increasing trend in inventory holding period:

Rs. in CrParticulars FY-12 FY-13 FY-14 Fy-15Inventory 590.67 849.12 1,149.53 962.65Inventory Days 141 165 176 176

As can be seen from above, the aggregate of inventory holding period has increased from 141 days to 176 days in Sep-14.

(v) disproportionate debt repayment obligations of term Loans and High finance cost:

It is important to note that significant amount of term loan repayment obligations (excluding interest) aggregating to about Rs. 246 Cr is falling due in next 2 years (i.e. till FY-17). The aggregate payment includes principal payment towards Expansion Term loans of about Rs. 75 Cr. Continuous repayment of the said term loans more particularly expansion loans will create cash flow mismatch as the expansion project is expected now to be completed by 31st December, 2015. As the cash generation from expansion project will get delayed, the company does not expect to generate adequate cash flows in FY-15 and FY-16 for servicing of entire debt repayment obligations.

Further, increase in overall finance cost has also contributed to deterioration in liquidity position of the company. The company is currently paying interest rate from 12% to 15.55% on various loans.

(vi) delay in receipt of Payments from customers: The payment from customers in the power segment

have been delayed in the recent past due to cash flow problems faced by the individual customers on account of the global meltdown of the economy as discussed above. Receivable amounting to Rs. 84 Cr is outstanding for more than 180 days as on 30th November, 2014 out of which Rs. 70 Cr is slow moving and the same are expected to be recovered over a period of 2-3 years. Also, due to the delay in release of appraised working capital limits, the Company was unable to progress on various orders in hand leading to further delay in receipt of the operational cash flows. However, now the industry scenario is changing which will help streamline the cash flows going forward.

(vii) other reasons a. Slow moving stock: The Company has implemented Quality Control

system to minimize material rejection at the time of sale. At the time of stock audit, it was observed that stock costing Rs.65.28 Cr was slow moving. Since major raw material required for production is Aluminium, Copper wire and PVC compound. This stock can be reprocessed and converted into raw material for re-use. This stock is now re-valued by stock auditor at Rs. 56.32 Cr.

b. Loss due to Penalty on account of delayed delivery: The Company has defaulted in several contracts

during the year as it was unable to deliver goods as per the schedule committed in contract due to working capital issue. On account of delayed delivery, company have to now bear penalty of about Rs. 15 Cr on these contracts.


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c. Loss of goods due to floods: There were unprecedented rains in Gujarat in FY15

which lead to flooding and loss of material at site. Material worth Rs. 70 Cr was affected by the flood for which only Rs. 40 Cr of Insurance claim was admitted and due to which company has incurred loss of Rs. 30 Cr. However, damaged stock is expected to yield Rs. 7.50 Cr as salvage value. Moreover the insurance claim of Rs. 40 Cr is yet to be received which lead to cash flow shortfall.

(viii) cost & time overrun in Expansion Project: The Company envisaged the total cost of expansion

project at Rs. 753.37 Cr, which was stipulated to be funded by Term loan, Internal Accrual & Fresh Equity of Rs. 440 Cr, Rs. 163 Cr and Rs. 150 Cr, respectively. However, in view of the unforeseen delay in the implementation, the overall project cost has increased from Rs. 753.37 Cr to Rs. 1,003.22 Cr. An escalation of Rs. 150.63 Cr in the Hard Cost of the Project is estimated. Besides, an increase in IDC by Rs. 72.39 Cr on account of time overrun and escalation in pre-operative expenses of Rs. 26.83 Cr is estimated.

Our Company principally being in conductor & cables industry, was directly impacted due to the slowdown in execution of ongoing projects on account of delay owing to land acquisition, environmental clearances, rising interest rates, considerable increase in raw material cost owing to inflation. The aforesaid project level issues constrained ability of Company’s private customers’ to mobilize additional funds and execute projects on time, which impacted offtake of finished goods by the Company’s customers on time leading to build up of inventory. However, the Management would like to submit that there has been positive movement in both the macro level indicators such as GDP & IIP numbers and also improvement in industry level issues. The Company is well positioned to take benefit of the expected improvement in the industry provided timely implementation of the expansion project by December 2015 and adequate support from our esteemed stakeholders.

consoLidAtEd AccountsThe consolidated financial statements of your Company for the financial year 2014-15, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and listing Agreement as prescribed by the Securities and Exchange Board of India (SEBI). The consolidated financial statements have been prepared on the basis of audited financial statements of the Company, its subsidiary and associate companies, as approved by their respective Board of Directors.

suBsidiAriEs & AssociAtE comPAniEs Separate financial statements of all subsidiary of your Company are provided in this report and said financials forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. M/s. Diamond Power Transformers limited and M/s. Diamond Power Global Holdings limited are wholly owned subsidiaries of your company. However, M/s. Maktel Power limited and M/s. Maktel Control & Systems Pvt. ltd. are the two Companies which are associate Companies of M/s. Diamond Power Transformers ltd. Please refer Annexure [A] to the Board Report.

mAnAGEmEnt’s discussion And AnALysis rEPortManagement’s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

dividEndlooking into the long term interest of the Company, your Directors have not recommended any dividend for the financial year ended on 31st March, 2015.

trAnsFEr to rEsErvEsSince company incurred negative profit during the financial year under review, there is no amount transfer to general reserve.

PuBLic dEPositsDuring the financial year 2014-15, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

corPorAtE GovErnAncE rEPortIn compliance with the provisions of Clause 49 of the listing Agreement, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance forms an integral part of this Report.

industriAL rELAtionsThe Company is having its presence in middle east countries and planning to expand its business in overseas countries too. Further Company has strong dealer network to accelerate growth of the Company. Company’s ambitious project is expected to complete around end of 2015 and after completion Company will backed up with additional production capacity.

discLosurE rELAtinG to rEmunErAtion oF dirEctors, KEy mAnAGEriAL PErsonnEL And PArticuLArs oF EmPLoyEEsIn accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued thereunder and Clause 49 of the listing Agreement, the Board of Directors at their meeting held on 13th August, 2014 reconstituted the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this ReportThe Managing Director and Jt. Managing Director of your Company do not receive remuneration from any of the subsidiaries of your Company.The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in “Annexure [B]”.

dirEctors And KEy mAnAGEriAL PErsonnELAppointments:During the financial year 2014-15, in compliance with the provisions of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Shri Ashok Kumar Krishan Singh Gautam (DIN 06947087) and Shri Ashok Kumar Singh (DIN 01489637), were appointed as Additional/Non- Executive Directors of your Company on 9th August, 2014 and 3rd September, 2014 respectively and subsequently they were appointed as a Non-Executive Independent Directors by the shareholders at the AGM held on 30th September, 2014 to hold office up to 5 (five) consecutive years up to 31st March, 2019.Further, Ms. Nivedita Muljibhai Pandya (DIN 02992638) was appointed as Additional Non- Executive Director of your Company on 31st March, 2015.

resignations/retirements:Shri Karthik Athreya (DIN 01797014), Non-Executive/ Nominee Director of the Company resigned from the Board due to his pre-obligation on 26th September, 2014.



Shri Kirit Vyas (DIN : 01376501), Non-Executive/Independent Director of the Company resigned from the Board due to his health reasons on 22nd December, 2014.Shri S N Bhatnagar (DIN : 01661444), Executive Chairman of the Board of Director and Founder Promoter of the Company resigned from the Board to infuse young blood into the Management on 31st March, 2015. The Board places on record its appreciation for their valuable contribution during their association with your Company.

dirEctors rEtirE By rotAtionShri Amit Bhatnagar (DIN : 00775880) and Shri Sumit Bhatnagar (DIN : 00776129), are liable to retire by rotation at the ensuing AGM pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company and being eligible have offered themselves for reappointment.Appropriate resolutions for their re-appointment are being placed for your approval at the ensuing AGM. The brief resume of the Directors and other related information has been detailed in the Notice convening the 23rd AGM of your Company. Your Directors recommend their re-appointment.

Evaluation of Board’s Performance:In terms of the provisions of the Companies Act, 2013 read with Rules issued thereunder and Clause 49 of the listing Agreement, the Board of Directors on recommendation of the Nomination and Remuneration Committee, have evaluated the effectiveness of the Board/Director(s) at their meeting held on 14th February, 2015.

numBEr oF mEEtinGs oF tHE BoArd And Audit committEEThe details of the number of Board and Audit Committee meetings of your Company are set out in the Corporate Governance Report which forms part of this Report.

dEcLArAtion oF indEPEndEncEYour Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Clause 49 of the listing Agreement.

dirEctors’ rEsPonsiBiLity stAtEmEntPursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:a) in the preparation of the annual accounts for the

financial year ended on 31st March, 2015 the applicable accounting standards and Schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2015 and of the profit and loss of the Company for the financial year ended 31st March, 2015;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a ‘going concern’ basis;

e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Auditors And Auditors’ rEPort statutory AuditorsAt the 22nd AGM of your Company, M/s. Vijay N. Tewar & Co., Chartered Accountants (Firm Registration No. 111422W) was appointed as the Auditor to hold office till the conclusion of the 23rd AGM of your Company. The Companies Act, 2013 has introduced the concept of rotation of auditors as well as audit firms. It states that in case of listed companies, it would be mandatory to rotate auditors every five years in case of the appointment of an individual as an auditor and every 10 years in case of the appointment of an audit firm with a uniform cooling off period of five years in both the cases. The Act has allowed a transition period of three years for complying with the requirements of the rotation of auditors. Further, the Companies Act, 2013 also grants an option to shareholders to further require rotation of the audit partner and staff at such intervals as they may choose. In light of this provisions M/s. Vijay N. Tewar & Co., is retiring in ensuing AGM and the Board of Directors at its meeting held on 30th May, 2015 and on the recommendations of the Audit Committee, in accordance with the provisions of Section 139 (8) of the Companies Act, 2013 appointed M/s. B S R & Co. llP and M/s. A. Yadav & Associates, Chartered Accountants, to act as the Joint Statutory Auditors of your Company till the conclusion of the 24th AGM of the Company.The Board places on record its appreciation for the contributions of erstwhile M/s. Vijay N. Tewar & Co., Chartered Accountants.

cost AuditorThe Board of Directors had appointed M/s. S. S. Puranik & Associates., Cost Accountants, as the Cost Auditor of your Company for the financial year 2014-15 to conduct the audit of the cost records of your Company. As per Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of your Company has appointed M/s. S. S. Puranik & Associates., Cost Accountants as the Cost Auditor for the financial year 2015-16 on the recommendations made by the Audit Committee. The remuneration proposed to be paid to the Cost Auditor, subject to the ratification by the members at the ensuing AGM, would be not exceeding Rs. 90,000 (Rupees Ninety Thousand only) excluding service tax and out of pocket expenses, if any.Your Company has received consent from M/s. S. S. Puranik & Associates., Cost Accountants, to act as the Cost Auditor of your Company for the financial year 2015-16 along with a certificate confirming their independence.

secretarial AuditorPursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Devesh Vimal & Co., Practicing Company


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Secretaries to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as “Annexure - [c]” to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

EXtrAct oF AnnuAL rEturnThe details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as “Annexure [d]” to this Report.

rELAtEd PArty trAnsActionsDuring the financial year 2014-15, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms’ length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and Clause 49 of the listing Agreement. During the financial year 2014-15, there were no transactions with related parties which qualify as material transactions under the listing Agreement.The details of the related party transactions as required under Accounting Standard - 18 are set out in Notes to the financial statements forming part of this Annual Report.The Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as “Annexure [E]” to this Report.

LoAns And invEstmEntsThe details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:A. details of investments made by the company as on

31st march, 2015: (i) Investments in equity shares:

Name of entity As at 31st march, 2015

Diamond Power Transformers ltd.

99.60%

Diamond Power Global Holdings ltd.

100%

(ii) Investment in debt instrument:

Amount in RsName of entity Amount in rs as at

31st march, 2015Not Applicable Nil

B. Details of loan given by the Company are as follow:

Amount in Rs.Name of entity As at 31st

march, 2015As at 31st

March, 2014Apex Power Equipments Pvt. ltd

123,058,073.89 230,665,729.89

Diamond E.H.V. Conductors

4,000.00 4,000.00

Maktel Power limited

5,512,877.00 5,512,877.00

Diamond Power Transformers limited

68,876,502.08 68,547,042.08

Diamond Power Global Holdings ltd

34,125,326.38 15,220,742.50

231,576,779.35 319,950,391.47

C. There are no guarantees issued by your Company in accordance with Section 186 of the Companies Act, 2013 read with the Rules issued thereunder except for subsidiary Company.

risK mAnAGEmEntYour Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporate risk treatment plans in its strategy, business and operational plans.Your Company, through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors.

viGiL mEcHAnismYour Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of



consErvAtion oF EnErGy, tEcHnoLoGy ABsorPtion And ForEiGn EXcHAnGE EArninGs And outGoThe information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out herewith as “Annexure [G]” to this Report.

dEtAiLs oF intErnAL FinAnciAL controLs rELAtEd to FinAnciAL stAtEmEnts Your Company has put in place adequate internal financial controls with reference to the financial statements, some of which are outlined below:Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 1956 to the extent applicable. These are in accordance with generally accepted accounting principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

siGniFicAnt/mAtEriAL ordErs PAssEd By tHE rEGuLAtorsThere are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

GEnErALa) Your Company has not issued equity shares with

differential rights as to dividend, voting or otherwise; andb) Your Company does not have any ESOP scheme for its

employees/Directors.

APPrEciAtionYour Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Clause 49 of the listing Agreement. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report.

corPorAtE sociAL rEsPonsiBiLityIn accordance with Section 135 of the Companies Act, 2013 the Board of Directors of the Company at their meeting held on 30th May, 2014 framed CSR Committee. On the recommendations of the CSR Committee. The CSR Policy outlines the CSR vision of your Company which is based on embedded tenets of trust, fairness and care.The initiatives undertaken by your Company during the financial year 2014-15 in CSR have been detailed in this Annual Report. The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out herewith as “Annexure [F]” to this Report.

sHArE cAPitAL durinG tHE yEAr undEr rEviEwYour Company in the financial year 2013-14 has increased its Authorised Share Capital from 5,58,58,500 (Five Crores Fifty Eight lacs Fifty Eight Thousand Five Hundred Only) Equity Shares of Rs.10/- (Rupees Ten) each and 41,41,500 (Forty One lacs Forty One Thousand Five Hundred Only) Preference Shares of Rs. 10/- (Rupees Ten) Each to 8,00,00,000 (Eight Crores Only) divided into 7,58,58,500 (Seven Crores Fifty Eight lacs Fifty Eight Thousand Five Hundred Only) Equity Shares of Rs. 10 /- (Rupees Ten) each and 41,41,500 (Forty One lacs Forty One Thousand Five Hundred Only) Preference Share of Rs. 10/- (Rupees Ten) each. Further, Company has issued 55,00,000 Share Warrants during the year under review convertible into Equity Shares ranking parri passu with existing Equity Shares of the Company.

For & on behalf of the Board Amit Bhatnagar Managing Director & Chairman of the Meeting Date : 13th August, 2015Place : Vadodara


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Annexure [A]to Board’ Report The financial performance of each of the subsidiary and associate companies included in the consolidated financial statement are detailed below:

Rs. in LacsSr. No.

Particulars Turnover ProfiT (Loss) Before Tax

ProfiT (Loss) afTer Tax

2014-15 2013-14 2014-15 2013-14 2014-15 2013-14A) Diamond Power Transformers Ltd.

(Indian Subsidiary) 328.85 503.29 (56.18) 9.06 (56.04) 6.96

B) Diamond Power Global Holdings Ltd. (Foreign Subsidiary)*

- - - - - -

C) Associate Companies** - Maktel Power Ltd. 32.13 - (1.53) - (1.53) -- Maktel Control & Systems Pvt. Ltd. 50.69 - (9.48) - (9.48) -

*Since there are no sales and purchase transaction for the period under review and the same is only operated as foreign Branch Office of the Company so all the expenses incurred at such foreign branch are added only to the consolidated annual accounts of the Holding Company**Maktel Power Limited and Maktel Control & Systems Pvt. Ltd are consolidated with DPTL for first time, henceforth there are no any previous year figures

aoC-i(Pursuant to first proviso to sub-section (3) of section 129) read with rule 5 of Companies (accounts) rule, 2014)sTaTemenT ConTaining saLienT feaTures of The finanCiaL sTaTemenT of suBsidiaries/assoCiaTe ComPanies/joinT venTures

PART A: Subsidiary(informaTion in resPeCT of eaCh suBsidiary To Be PresenTed.)

Sr. No.

Particulars Name of the Subsidiary

1 Name of the Subsidiary Diamond Power Transformers Ltd. 2 Reporting period for the subsidiary concerned, if different from the holding company’s

reporting period31st March, 2015

3 Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries.

INR

4 Share Capital 10,00,00,0005 Total Assets 1,28,07,12,1866 Total Liabilities 1,28,07,12,1867 Investments 11,58,18,7508 Turnover 3,28,85,36,3499 Profit before taxation (56,18,51,866)10 Deferred Tax(Asset) 14,00,00011 Profit after taxation (56,04,51,866)12 Proposed dividend NIL13 % of shareholding 99.60%



PART B: Associates and Joint VenturesstAtEmEnt PursuAnt to sEction 129(3) oF tHE comPAniEs Act, 2013 rELAtEd to AssociAtE comPAniEs And joint vEnturEs

Sr. No.

Name of Associates/Joint Ventures Maktel Power limited*

Maktel Control & Systems Private limited*

1 Latest audited Balance sheet date 28.05.2015 28.05.20152. shares of Associate/joint ventures held by the company on the year end

No of Shares 7,41,715 15,00,000Amount of Investment in Associates/Joint Venture 74,17,150.00 1,50,00,000.00Extent of Holding % 50% 40%

3. description of how there is significant influence Share Purchase Agreement

Share Purchase Agreement

4. reason why the associate/joint venture is not consolidated Not Applicable Not Applicable5. networth attributable to shareholding as per latest audited Balance sheet 4,48,93,417 (3,82,18,267)6. Profit/Loss for the year

i. Considered in Consolidation (1,52,62,082) (9,48,17,144)ii. Not Considered in Consolidation - -

*Associate Company of Diamond Power Transformers ltd.

Annexure [B] to Board’ Report information required under section 197 of the companies Act, 2013 read with companies (Appointment and remuneration of managerial Personnel) rules, 2014 A. Ratio of remuneration of each Director to the median remuneration of all the employees of your Company for the financial year 2014-15 is as

follow:

Sr. No.

Name of the Director Designation Total Remuneration

Ratio of remuneration of Director to the Median

remuneration1 Shri S N Bhatnagar* Chairman* 2,28,69,253 11.23%2 Shri Amit Bhatnagar Managing Director 2,17,87,234 10.70%3 Dr. Sumit Bhatnagar Jt. Managing Director 2,17,87,234 10.70%4 Shri Ranvir Singh Shekhawat Independent Director NIl NIl5 Shri Aswini Sahoo* Independent Director NIl NIl6 Ms. Nivedita Pandya Women Director

(additional)NIl NIl

7 Shri Kirit Vyas* Independent Director NIl NIl8 Shri Ashok Kumar Gautam Independent Director NIl NIl9 Shri Ashok Kumar Singh Independent Director NIl NIl10 Shri Karthik Athreya* Nominee Director NIl NIl11 Shri Bhavin Shah Nominee Director NIl NIl12 Shri Jaideep Nigam Independent Director

(additional)NIl NIl

*Resigned - Median remuneration of the Company for all its employees is Rs. 20,36,57,846.04 for the financial year 2014-15.


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B. Details of percentage increase in the remuneration of each Director and Company Secretary in the Financial Year 2014-15 are as follow:

Sr. No.

Name Designation remuneration Increase %2014-15 2013-14

1 Shri S N Bhatnagar* Chairman* 2,28,69,253 2,12,17,604 7.78%2 Shri Amit Bhatnagar Managing Director 2,17,87,234 1,88,60,089 15.52%3 Dr. Sumit Bhatnagar Jt. Managing Director 2,17,87,234 1,88,60,089 15.52%4 Shri Ranvir Singh Shekhawat Independent Director NIl NIl NIl5 Shri Aswini Sahoo* Independent Director NIl NIl NIl6 Ms. Nivedita Pandya Women Director (additional) NIl NIl NIl7 Shri Kirit Vyas* Independent Director NIl NIl NIl8 Shri Ashok Kumar Gautam Independent Director NIl NIl NIl9 Shri Ashok Kumar Singh Independent Director NIl NIl NIl10 Shri Karthik Athreya* Nominee Director NIl NIl NIl11 Shri Bhavin Shah Nominee Director NIl NIl NIl12 Shri Jaideep Nigam Independent Director (additional) NIl NIl NIl13 Shri Naba Mukherjee** CFO NA NA NA14 Shri Nishant Javlekar Company Secretary 6,59,616 6,05,904 8.86%

*Resigned **Appointed on 30th May, 2015

C. Percentage increase in the median remuneration of all employees in the financial year 2014-15:

Particulars 2014-15 2013-14 Increase (%)Median Remuneration of all employees per annum 20,36,57,846.04 17,63,86,625.04 15.46%

D. Number of permanent employees on the rolls of the Company as on 31st March, 2015:

Particulars Numbers Executive/Manager Cadre 181Staff 195Operators/Workmen 48total 424

E. Explanation on the relationship between average increase in remuneration and Company Performance: The increase in average remuneration of all employees in the financial year 2014-15 as compared to the financial year 2013-14

was 15.46%. The key indices of Company’s performance are:

Rs. in lacsSr. No.

Particulars 2014-15 2013-14

1 Net Revenue From Operation 2,85,009.49 3,18,534.112 Profit Before Tax (17,894.73) 13,103.143 Profit After Tax (18,442.73) 11,093.14

Your Company is committed in ensuring fair pay and a healthy work environment for all its employees. Your Company offers competitive compensation to its employees. The pay also incorporates external factors like cost of living to maintain concurrence with the environment. Your Company maintains a simple compensation structure which allows the employees to have flexibility in the way in which they realize their salaries. Internal equity is ensured by appropriate fitment at the time of the employee joining a particular cadre and grade. The fixed pay for an employee depends on his/ her performance against the objectives set for the year. The variable pay is paid out to the employee on the basis of the performance of your Company and the corresponding business unit or function. Regular communication on methods adopted by your Company is made and published throughout the year to ensure transparency and a better understanding of the applicable compensation policy and practices.

Thus, there will be a positive correlation in the increase in remuneration of employees and your Company’s performance; however, a perfect correlation will not be visible given the dependency on the other factors stated above.



F. Comparison of the remuneration of the Key Managerial Personnel against the performance of your Company:The remuneration of Key Managerial Personnel increased by around Rs. 6,59,616 in 2014-15, Rs. 6,05,904 compared to 2013-14, whereas the Profit Before Tax and exceptional items increased by 8.86% in 2014-15, compared to 2013-14.

G. Details of Share price and market capitalization: The details of variation in the market capitalization and price earnings ratio as at the closing date of the current and previous

financial years are as follows:

Sr. No.

Particulars As on 31st march, 2015

As on 31st March, 2014

1 Price Earning Ratio (2.10) 2.52 2 Market Capitalization (Rs. in Crores) 242.57 261.68

Comparison of share price at the time of first public offer and market price of the share at 31st March, 2015:

Sr. No.

Particulars Amount in Rs.

1 Market Price as on 31st March, 2015 44.922 Price at the time of Initial Public offer 103 % increase of Market Price over the price at the time of IPO 44.92%

note: 1. Closing share price on National Stock Exchange of India limited (NSE) has been used for the above tables. The above does

not consider the various bonus share issues made after the initial public offer.

H. Comparison of average percentage increase in salary of employees other than the key managerial personnel and the percentage increase in the key managerial remuneration:

(Amount in Rs. Per month basis)Sr. No.

Particulars 2014-15 2013-14 Growth (%)

1 Average Salary of all Employees (Other than Key Managerial Personnel)

1,13,79,542.00 97,36,911.00 16.87%

2 Salary of MD & JMD 18,15,602.00 15,71,674.00 15.52%3 Salary of CS 54,968.00 50,492.00 8.86%

The increase in remuneration of employees other than the managerial personnel is in line with the increase in remuneration of managerial personnel.

I. Key parameters for the variable component of remuneration paid to the Directors: The key parameters for the variable component of remuneration to the Directors are decided by the Nomination and Remuneration

Committee. However, No variable component of remuneration paid by the Company to any Director of the Company. J. There are no employees of the Company who receive remuneration in excess of the highest paid Director of the Company.

K. Affirmation: Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed

that the remuneration paid to the Directors, Key Managerial Personnel and senior management is as per the Policy of your Company.

L. Statement containing the particulars of employees in accordance with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1 list of employees of the Company employed throughout the financial year 2014-15 and were paid remuneration not less than Rs. 60 lakhs per annum:

Sr. No.

Name Designation Remuneration in Rs.

Qualification Experience Joining Age last Employment

- - - - - - - - -

2. Employees employed for the part of the year and were paid remuneration during the financial year 2014-15 at a rate which in aggregate was not less than Rs. 5 lakhs per month:

Sr. No.

Name Designation Remuneration in Rs.

Qualification Experience Joining Age last Employment

- - - - - - - - -


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Annexure [C] to Board’ Report sEcrEtAriAL Audit rEPort For tHE FinAnciAL yEAr EndEd 31st mArcH 2015

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

Form no. mr-3

(vi) Further, we confirm that as per representation of management letter there are no laws specifically applicable to the Company considering its product, process or location.

We have also examined compliance with the applicable clauses of the following:(i) Secretarial Standards issued by The Institute of

Company Secretaries of India.(ii) The listing Agreements entered into by the

Company with BSE ltd. and National Stock Exchange of India ltd.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:

(a) Since the Company has not issued any securities to its employees during the period under review nor stock options:

- The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme), guidelines, 1999

- The Securities and Exchange Board of India (Issue and listing of Debt Securities) Regulations, 2008 were not applicable during the period under review.

(b) In view of neither delisting of Equity Shares nor buy back of any security of the Company,

- The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 and

- The Securities and Exchange Board of India (Buyback of Securities ) Regulations, 1998 were not applicable during the period under review,

(c) Secretarial Standards issued by the Institute Of Company Secretaries of India were not mandatorily applicable during the period under review.

we further report thatThe Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

To,The Members,diamond Power infrastructure LimitedPhase-II, Village-Vadadala,Ta.Savli, Baroda, Gujarat

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by DIAMOND POWER INFRASTRUCTURE lIMITED (hereinafter called ‘the Company’). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.Based on our verification of the DIAMOND POWER INFRASTRUCTURE lIMITED’S books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2015 materially complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2015 according to the provisions of:(i) The Companies Act, 2013 (‘the Act’) and the rules made

thereunder;(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’)

and the rules made thereunder;(iii) The Depositories Act, 1996 and the Regulations and Bye-

laws framed thereunder;(iv) Foreign Exchange Management Act, 1999 and the rules

and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-(a) The Securities and Exchange Board of India

(Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

(e) The Securities and Exchange Board of India (Issue and listing of Debt Securities) Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;



Certificate

of Directors of the Company at its meeting held on 10th July, 2014 allotted 55,00,000 fully convertible warrants convertible into Equity Shares of Rs. 10/- each of the Company at any time within 18 months from the date of allotment of the warrants in one or more tranches for cash at an exercise price of Rs. 94/- per warrant. For devesh vimal & co. Practicing Company Secretaries cs devesh A. Pathak PartnerDate: 30th May, 2015 FCS: 4559Place: Vadodara CP No. 2306

Note: This report is to be read with our letter of even date which is enclosed as per Annexure forming integral part of this report.

we further report that - The members of the Company at their Annual General Meeting held on 30th September, 2014 have granted authority to the Board of Directors of the Company to borrow upto Rs. 3500 Crores pursuant to Section 180 (1)(c) of the Companies act, 2013 by Special resolution- The members of the Company at their Annual General Meeting held on 30th September, 2014 have granted authority to the Board of Directors of the Company to mortgage/ Charge the whole or substantially whole of the undertakings to secure loans/ borrowings of the Company pursuant to section 180(1)(a) of the Companies Act, 2013 by Special resolution.In pursuit of the Special Resolution passed by the members of the Company at their Extraordinary General Meeting held on 30th June, 2014, Share Allotment Committee of the Board

To,The Members,diamond Power infrastructure LimitedPhase-II, Village-Vadadala,Ta.Savli, Baroda, Gujarat

ref: Secretarial Audit Report pursuant to Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

1. Maintenance of secretarial records is the responsibility of management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and the processes as were appropriated to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on the test basis to ensure that correct facts are reflected in secretarial records. We believe that the process and the practices we followed provided reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and books of Accounts of the Company so far and our draft report may change to that extent.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules, regulations and happenings of events etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards, is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For devesh vimal & co. Practicing Company Secretaries cs devesh A. Pathak PartnerDate: 30th May, 2015 FCS: 4559Place: Vadodara CP No. 2306


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Annexure [D] to Board’ Report Form no. mGt.9

Extract of Annual return As on the Financial year Ended on 31-03-2015

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

i. rEGistrAtion And otHEr dEtAiLs:

1 cin l31300GJ1992PlC0181982 registration date 26/08/19923 name of the company Diamond Power Infrastructure limited4 category / sub-category of the company Public Company5 Address of the registered office Phase-II, Village-Vadadala, Ta.Savli, Dist.Vadodara 391520

Contact details: Ph. No.: 02667-251516,251354, Fax No.: 02667-2512026 Address of the corporate office 5/9-10, “Essen House”, BIDC, Gorwa, Vadodara – 390016

Contact Details: 0265-2284328, 2283969, Fax No.: 0265-22805287 whether listed company yes / no YES

BSE: 522163 NSE:DIAPOWER

8 name, Address and contact details of registrar and transfer Agent, if any:

Karvy Computershare Pvt ltd.Karvy Selenium Tower B, Plot 31-32, Gachibowli Financial District, Nanakramguda, Hyderabad - 500 032, Ph: 040 - 6716 1565

ii. PrinciPAL BusinEss ActivitiEs oF tHE comPAny All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Name and Description of main products/services

NIC Code of the Product/service

% to total turnover of the company

Conductor, 3610 27.22%Power Cable 3610 54.72%Transmission Tower 3610 18.06%totAL 100%

iii. PArticuLArs oF HoLdinG, suBsidiAry And AssociAtE comPAniEs

Sr. No.

Name and address of the Company Company Identification Number / Global location Number

Holding/Subsidiary/Associate

% ofShares

Held

ApplicableSection of

CompaniesAct, 2013

1 Diamond Power Transformers limited101/B/7, G I D C Estate, Ranoli, Baroda- 390350. Gujarat

U31102GJ2007PlC052486 Subsidiary 99.60% 2 (87)

2 Diamond Power Global Holdings limitedP.O.Box 17398, Dubai U.A.E

NA Subsidiary 100.00% 2 (87)

3 Maktel Power limited**Plot No. 659, GIDC Estate, Waghodia, Dist. Vadodara- 391760.Gujarat

U31900GJ2009PlC058249 Associate 50.00% 2 (6)

4 Maktel Control & Systems Private limited**Plot No. 1421, GIDC Estate, Waghodia, Vadodara- 390760. Gujarat

U31900GJ2009PTC056575 Associate 40.00% 2 (6)

**Associate Companies of Diamond Power Transformers Ltd.



iv. sHArE HoLdinG PAttErn (Equity share capital Breakup as percentage of total Equity) i. category-wise share Holding

Category of Shareholders No. of shares held at the beginning of the year (As on 01.04.2014)

no. of shares held at the end of the year (As on 31.03.2015)

%Changeduring

theyear

Demat Physi-cal

Total % oftotal

shares

demat Physi-cal

total % oftotal

sharesA PromotErs

1 indiana. Individuals/ HUF 5483393 - 5483393 10.15 5483393 - 5483393 10.15 -b. Central Government - - - - - - - - -c. State Government - - - - - - - - -d. Bodies Corporates 14460753 - 14460753 26.78 13261955 - 13261955 24.56 (2.22)e. Bank/FI - - - - - - - - -f. Any Other (Specify) - - - - - - - - -sub-total (A) (1) 19944146 - 19944146 36.93 18745348 - 18745348 34.71 (2.22)2 Foreigna. NRI Individuals - - - - - - - - -b. Other Individuals - - - - - - - - -c. Bodies Corporate - - - - - - - - -d. Banks/ FI - - - - - - - - -e. Any Other (Specify) - - - - - - - - -sub-total (A) (2) - - - - - - - - -total shareholdingof Promoter(s)(A)=(A) (1) + (A) (2)

19944146 - 19944146 36.93 18745348 - 18745348 34.71 (2.22)

B PuBLic sHArEHoLdinG1 institutionsa. Mutual Fund 200743 - 200743 0.37 - - - - (0.37)b. Bank/FI 1866 888 2754 0.01 80258 888 81146 0.15 0.14c. Central Government - - - - - - - - -d. State Government - - - - - - - - -e. Venture Capital

Fund- - - - 2944066 - 2944066 5.45 5.45

f. Insurance Companies

- - - - - - - - -

g. FIIs 6306050 - 6306050 11.68 8612899 - 8612899 15.95 4.27h. Foreign Venture

Capital funds- - - - - - - - -

i. Any other(specify)

- - - - - - - - -

sub-total (B) (1) 6508659 888 6509547 12.05 11637223 888 11638111 21.55 9.502 non-institutionsa. Body Corporates

i. Indian 6912236 - 6912236 12.80 7047093 - 7047093 13.05 0.25ii. Overseas - - - - - - - - -

b Individualsi. Individual

Shareholders holding nominal share capital upto Rs.1 lakh

5993884 1387259 7381143 13.67 7269281 1351143 8620424 15.96 2.29

ii. Individual Shareholders holding nominal share Capital in excess of Rs.1 lakh

3674184 12266 3686450 6.83 4307445 12266 4319711 8.00 1.17


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Category of Shareholders No. of shares held at the beginning of the year (As on 01.04.2014)


%Changeduring

theyear

Demat Physi-cal

Total % oftotal

shares

demat Physi-cal

total % oftotal

sharesc Others (specify)

i. Non-Resident Indian

5449623 - 5449623 10.09 2420990 - 2420990 4.48 (5.61)

ii. Foreign Bodies 952331 159337 1111668 2.06 884872 149674 1034546 1.92 (0.14)iii. Clearing

Members54415 - 54415 0.10 173918 - 173918 0.32 0.22

iv. Trust 2944420 6847 2951267 5.47 354 - 354 - (5.47)sub-total (B) (2) 25981093 1565709 27546802 51.01 22103953 1513083 23617036 43.73 (7.28)total Publicshareholding (B)= (B)(1) + (B)(2)

32489752 1566597 34056349 63.07 33741176 1513971 35255147 65.29 2.22

c sHArEs HELd By custodiAn For Gdrs & Adrs

- - - - - - - - -

Grand total (A+B+c) 52433898 1566597 54000495 100.00 52486524 1513971 54000495 100.00 -

ii. shareholding of Promoters

Sl.No.

Shareholder’s Name No. of shares held at the beginning of the year (As on 01.04.2014)


% change in share holding

during the year

No. of Shares

% of total Shares of the

company

% of Shares Pledged/encum-bered to

total shares

no. of shares

% of total shares of the

company

% of shares Pledged/encum-bered to

total shares1 Diamond

Infosystems limited3293739 6.10 - 3704732 6.86 - 0.76

2. Suresh N Bhatnagar 2064116 3.82 - 2064116 3.82 - -3. Sumit Suresh 1039998 1.93 - 1039998 1.93 - -4. Amit Suresh 998483 1.85 - 998483 1.85 - -5. Madhurilata Bhatnagar 523021 0.97 - 523021 0.97 - -6. Diamond Projects ltd 2942464 5.45 - 1868673 3.46 - (1.99)7. Richa Bhatnagar 207110 0.38 - 207110 0.38 - -8. Mona Bhatnagar 206221 0.38 - 206221 0.38 - -9. Madhuri Finserve

Private limited (Formerly Known As Diamond Telecabs Pvt. ltd )

8224550 15.23 - 6224550 11.52 - (3.71)

10. S N Bhatnagar 444444 0.82 - 444444 0.82 - -11. Signature Electricals

Private limited- - - 732000 1.36 - 1.36

12. Pinnacle Cables Private limited

- - - 732000 1.36 - 1.36



iii. change in Promoters’ shareholding

Sl.No.

Shareholder’s Name Shareholding Date Increase/(Decrease)In share-holding

Rea-son

cumulativeshareholding during the year (01.04.2014

to 31.03.2015)no. of

shares at the beginning

(01.04.2014) /end of the year(31.03.2015)

% of totalSharesof the

Company

no. ofshares

% of totalsharesof the

company

1. Diamond Infosystems limited

3293739 6.10 01.04.201430.06.2014 410993 Added 3704732 6.86

3704732 6.86 31.03.20152. Suresh N Bhatnagar 2064116 3.82 01.04.2014 - - 2064116 3.82

2064116 3.82 31.03.20153. Sumit Suresh 1039998 1.93 01.04.2014 - - 1039998 1.93

1039998 1.93 31.03.20154. Amit Suresh 998483 1.85 01.04.2014 - - 998483 1.85

998483 1.85 31.03.20155. Madhurilata Bhatnagar 523021 0.97 01.04.2014 - - 523021 0.97

523021 0.97 31.03.20156. Diamond Projects ltd 2942464 5.45 01.04.2014 1868673 3.46

03.04.2014 (1000000) Transfer27.11.2014 (1690) Sale26.02.2015 (72101) Sale

1868673 3.46 31.03.20157. Richa Bhatnagar 207110 0.38 01.04.2014 - - 207110 0.38

207110 0.38 31.03.20158. Mona Bhatnagar 206221 0.38 01.04.2014 - - 206221 0.38

206221 0.38 31.03.20159. Madhuri Finserve

Private limited (Formerly Known As Diamond Telecabs Pvt. ltd )

8224550 15.23 01.04.2014 6224550 11.5203.04.2014 1000000 Transfer03.04.2014 (3000000) Sale

6224550 11.52 31.03.201510. S N Bhatnagar 444444 0.82 01.04.2014 - - 444444 0.82

444444 0.82 31.03.201511. Signature Electricals

Private limited*- - 01.04.2014 732000 1.36

31.12.2014 732000 -732000 1.36 31.03.2015

12. Pinnacle Cables Private limited*

- - 01.04.2014 732000 1.3631.12.2014 732000 -

732000 1.36 31.03.2015

*Shri Amit Bhatnagar and Shri Sumit Bhatnagar, acquired substantial shares in these companies


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iv. shareholding Pattern of top ten shareholders (other than directors, Promoters and Holders of Gdrs and Adrs)

Sl.No.

Name of Share Holder No. of Shares on

01.04.2014


Company

no. of shares on 31.03.2015


Company1 Clearwater Capital Partners Cyprus ltd 4330881 8.02 1302248 2.412 Macquarie Bank limited 3868606 7.16 3868606 7.163 Kotak Mahindra Trusteeship Services

limited- A/C K2944066 5.45 2944066 5.45

4 Clearwater Capital Partners Singapore Pvt. ltd A/C

1690481 3.13 1654114 3.06

5 Orange Mauritius Investments limited - - 1975000 3.666 Kotak India Private Equity Fund 1118742 2.07 1118742 2.077 Antique Finance Private limited - - 851000 1.588 Pinnacle Cables Private limited 732000 1.36 - -9 Vikas Ferro Private limited 732000 1.36 732000 1.3610 Manacles Enterprises Private limited 732000 1.36 732000 1.3611 Rhombus Cables Private limited 732000 1.36 732000 1.3612 Vikas Coating Private limited 732000 1.36 732000 1.3613 Signature Electricals Private limited 732000 1.36 - -

v. shareholding of directors and Key managerial Personnel

Sl.No.

Shareholder’s Name Shareholding Date Increase/(Decrease)In share-holding

Rea-son

cumulativeshareholding during the year (01.04.2014

to 31.03.2015)no. of

shares at the beginning

(01.04.2014) /end of the year(31.03.2015)


Company

no. ofshares

% of totalsharesof the

company

directors1 Shri Amit Bhatnagar 998483 1.85 01.04.2014 - - 998483 1.85

998483 1.85 31.03.20152 Shri Sumit Bhatnagar 1039998 1.93 01.04.2014 - - 1039998 1.93

1039998 1.93 31.03.2015Key managerial Personnel1 Shri Naba Mukherjee

(CFO)*- - 01.04.2014 - - - -- - 31.03.2015

2 Shri Nishant Javlekar (CS)

- - 01.04.2014 - - - -- - 31.03.2015

*Appointed in the Board Meeting of 30th May, 2015

vi. indebtedness

Securedloans

(excludingdeposits)

Unsecuredloans

Deposits TotalIndebtedness

indebtedness at the beginning of the financial year (As on 01.04.2014)i. Principal Amount 611.65 60.51 - 672.16ii. Interest due but not paid - - - -iii. Interest accrued but not due - - - -total (i+ii+iii) 611.65 60.51 - 672.16change in indebtedness during the financial year• Addition 370.91 12.97 - 383.88• Reduction - - - -net change 370.91 12.97 - 383.88



Securedloans

(excludingdeposits)

Unsecuredloans

Deposits TotalIndebtedness

indebtedness at the end of the financial yeari. Principal Amount 982.56 73.48 - 1056.04ii. Interest due but not paid - - - -iii. Interest accrued but not due - - - -total (i+ii+iii) 982.56 73.48 - 1056.04

vii. remuneration of directors and key managerial Personnel A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sr. No.

Particulars of Remuneration name of themanaging directorshri Amit Bhatnagar

1. Gross salary(a) Salary as per provisions contained in section 17(1)

of the Income-tax Act, 19612,17,87,234.00

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 -(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 -2. stock option -3. sweat Equity -4. commission

- as % of profit- others, specify...

5. others, please specify -total (A) 2,17,87,234.00Ceiling as per the Act 5,19,84,370.00

Sr. No.

Particulars of Remuneration name of the jt. managing directordr. sumit Bhatnagar


of the Income-tax Act, 19612,17,87,234.00



5. others, please specify -total (A) 2,17,87,234.00Ceiling as per the Act 5,19,84,370.00

B. Remuneration to other Directors: 1. Independent Directors:

Name of Director Fees for attending

Board/ committee meetings

commission others# total

1. Shri Ranvir Singh Shekhawat 120000 - 40000 1600002. Shri Aswini Sahoo 80000 - 30000 1100003. Shri Kirit Vyas 50000 - 20000 700004. Shri Ashok Kumar Gautam 40000 - 20000 600005. Shri Ashok Kumar Singh 40000 - 20000 60000total (1) 330000 - 130000 460000


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2. Other Non-Executive:

Name of Director Fee for attending

Board/ committee meetings

commission others# total

total (2) - - - -total (1+2) 330000 - 130000 460000Ceiling as per the Act - - - -

C. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD

Sr. No.

Particulars of Remuneration name of the company secretaryshri nishant javlekar


of the Income-tax Act, 19616,59,616.00



5. others, please specify -total (A) 6,59,616.00Ceiling as per the Act -

vii. Penalties/Punishment/compounding of offences:

Type Section of the

Companies Act

Brief Description

Details of Penalty/

Punishment/Compounding fees imposed

Authority [RD/NClT/

COURT]

Appeal made, if any (give Details)

A. comPAny N.APenalty - - - - -Punishment - - - - -Compounding - - - - -

B. dirEctors N.APenalty - - - - -Punishment - - - - -Compounding - - - - -

c. otHEr oFFicErs in dEFAuLt N.APenalty - - - - -Punishment - - - - -Compounding - - - - -

For & on Behalf of the Board Amit Bhatnagar Date: 13th August, 2015 Managing Director & Place: Vadodara Chairman of the Meeting



Annexure [E] to Board’s Report Form Aoc – 2

(PursuAnt to sEction 134(3)(H) oF tHE comPAniEs Act, 2013 rEAd witH ruLE 8(2) oF tHE comPAniEs (Accounts) ruLEs, 2014) Form For discLosurE oF PArticuLArs oF contrActs/ArrAnGEmEnts EntErEd into By tHE comPAny witH rELAtEd PArtiEs rEFErrEd to in sEction 188(1) oF tHE comPAniEs Act, 2013 incLudinG cErtAin Arms’ LEnGtH trAnsActions undEr tHird Proviso tHErEto

1. details of contracts or arrangements or transactions not at arm’s length basis:

Sr No.

Particulars Amount in Rs.

A Name(s) of the related party and nature of relationship

NIl

B Nature of contracts/arrangements/transactionsC Duration of the contracts / arrangements/transactionsD Salient terms of the contracts or arrangements or

transactions including the value, if anyE Justification for entering into such contracts or arrangements or transactionsF Date(s) of approval by the BoardG Amount paid as advances, if anyH Date on which the special resolution was passedI Amount paid as advances, if anyJ Date on which (a) the special resolution was passed in general meeting as required under first proviso

to Section 188 of the Companies Act, 2013

2. details of material contracts or arrangement or transactions at arm’s length basis:

Rs. in lacsSr No.

Particulars

A name(s) of the related party and nature of relationshipDiamond Projects ltd. * 5434.73Diamond Infosystems ltd.* 128.46

B nature of contracts/arrangements/transactionsDiamond Projects ltd. Supply of

Machinery for projects

Diamond Infosystems ltd. ERP Service Contract

c duration of the contracts/arrangements/transactions Every 5 Yeard salient terms of the contracts or arrangements or transactions including the value, if any

Diamond Projects ltd Supply of Machinery for Projects.

Diamond Infosystems ltd. Provides ERP Services

E date(s) of approval by the Board, if any Not ApplicableF Amount paid as advances, if any Not Applicable

*Promoter Group Company

For & on Behalf of the Board Amit Bhatnagar Date: 13th August, 2015 Managing Director & Place: Vadodara Chairman of the Meeting


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Annexure [F] to Board’s Report corPorAtE sociAL rEsPonsiBiLity (csr) ActivitiEs

1. BriEF outLinE oF tHE comPAny’s csr PoLicy: The primary focus of CSR activities of Diamond primarily has been Environmental Sustainability, Education, Health and supporting

missions like “Swacha Bharat Abhiyan”. The intention of integrating these objectives with the operations and growth of each entity in Diamond is to pursue a higher level of performance in the CSR, which will create sound systems for purposeful contribution to societal causes.

2. tHE comPosition oF tHE csr committEE: The composition of the CSR Committee as on 31st March, 2015 is as follows:

Ms. Nivedita Pandya Chairman & Independent Director Shri Amit Bhatnagar Managing Director Shri Sumit Bhatnagar Jt. Managing Director

3. AvErAGE nEt ProFit oF tHE comPAny For tHE LAst 3 FinAnciAL yEArs: rs. 2676.78 LAcs

4. PrEscriBEd csr EXPEnditurE (2% oF tHis Amount As in sr. no. 3 ABovE): rs. 53.54 LAcs

5. dEtAiLs oF csr sPEnd For tHE FinAnciAL yEAr: (a) Total amount spent for the financial year: 10.20 lacs (b) Amount unspent, if any: 89.80 lacs (c) Manner in which the amount spent during the financial year is detailed below:

Sr No.

CSR Project/activities Sector in which the

project covered

location where project is undertaken: State (local

Area/District)

Amount spent on the

projects or programs

Cumulative Expenditure

upto the reporting

period

Amount spent: District

or through implementing

agency1 Health Check-up - Free Medicine

and Medical check-up for poor people at Vadadala Village, Health Care activities, Health awareness camp - for organising Blood Donation camp.

Promotingpreventive

healthcare and

sanitation.

Vadadala (Tal. Savli) Dist. Vadodara

3.50 lacs 3.50 lacs 3.50 lacs

2 Training to College / InstitutionStudents, Scholarship to children,Vocational Skills, Donations toInstitutions and promoting education.

Promotingeducation, includingspecial

educationand vocation

skills.

Vadadala (Tal. Savli) Dist. Vadodara Vadodara

02.00 lacs 02.00 lacs 02.00 lacs

3 Tree plantations in villages. Ensuringenvironmentalsustainability.



4 Drainage lines and donation of cleaning equipment and RO system for clean drinking water.

Promotingpreventive

healthCare and

sanitation.



total 10.20 lacs 10.20 lacs 10.20 lacs

6. in cAsE tHE comPAny HAs FAiLEd to sPEnd tHE two PErcEnt oF tHE AvErAGE nEt ProFit oF tHE LAst tHrEE FinAnciAL yEArs or Any PArt tHErEoF, tHE comPAny sHALL ProvidE tHE rEAsons For not sPEndinG tHE Amount in its BoArd’s rEPort:

As mentioned in the Directors Report, the shortfall in the spend Rs. 89.80 lacs during the year is intended to be utilized in a phased manner in coming years upon identification of suitable projects in accordance with the Company’s CSR Policy.

For & on Behalf of the Board Date: 13th August, 2015 Amit Bhatnagar nivedita PandyaPlace: Vadodara Managing Director Chairperson of the Committee



Diverting the bypass/ overflow steam condensate of steam boiler to hot water curing tank to heat the water used for curing.

Replacement of fluid coupling type conventional drive systems to energy efficient AC variable frequency drives.

Enhancement of APFC panel for further improvement in power sactor.

Installation of exclusive lighting transformer for individual unit to achieve better control & monitoring of plant lighting loads & with better control of voltage etc. to get enhanced life of spares of lighting accessories & equipment.

(ii) the capital investment on energy conservation equipment:

Sr. No.

Division orManufac-turing unit

Capital Investment on energy

conservation equipments /

activities (in INR lacs)

Energy savings

(in Gcal/

Hr)

Financial savings in INR lacs/

Annum

1. Vadadala Unit 161 0.56 178

tEcHnoLoGy ABsorPtionthe efforts made by the company towards technology absorptionA State-of-Art, “ESSEN UlTRA HIGH VOlTAGE RESEARCH AND DEVElOPMENT CENTRE AND TEST lABORATORY“ at DPIl is NABl accredited & is accelerating internal product development & process improvement requirement programmes by its continual efforts with the use of its highly accurate and ultra modern facilities to perform various trials & tests.

dPiL is all time active in – Innovations and absorption of upcoming latest

technologies related to various products & its ultimate usages.

Innovations and improvements in area of processing technologies to make it productive, qualitative and cost efficient.

Thus enhancing strength of existing business and upcoming expansion projects.

consErvAtion oF EnErGy(i) steps taken for conservation of Energy : DPIl is very much conscious about conducting all

its production operations very efficiently keeping in view the major contribution and importance of Energy Conservation in achieving optimum and best possible performance levels in operations.

Energy Conservation is a continuous ongoing process. The company is having regular control & monitoring through its well established QMS within organization, over energy consumption and identification of areas wherever still further better can be done for saving over energy consumption and thereby reducing the emission of hazardous gases e.g CO2 in environment.

Global Warming is the burning problem and biggest challenge worldwide now a days and how to minimize or overcome the foreseen risks of the same remains the main subject for actions for all industries.

DPIl is committed to follow operational practices & production process technologies which are energy efficient.

To have continual improvement in energy conservation efforts, internal & external audits are being conducted at regular intervals. Specific roles and responsibilities are defined & assigned to various level employees for control and monitoring of energy consumption & conservation.

major Energy conservation initiatives taken during Fy- 2014-15 :-

Replacing Air conditioners by AHU systems for Battery bank rooms of UPSs for saving over power consumption.

Installation of Heat recovery wheels in Dehumidifiers of Clean rooms for maximum possible heat recovery.

Replacing the Gland seals of pumps by mechanical seals.

Installation of Oil filtration machines for periodic filtration of oils to keep the oil clean, to increase its life with better viscosity parameters and thus in turn reducing power consumption for its pumping.

Replacing conventional drive pulleys & belts by Poly V type pulleys & power efficient belts for better Power transmission without slippage losses.

Installation of VFD type Compressors to optimize & fine tune its running Hrs as per actual requirement of Air at use point.

Clariflocculator is replaced by sludge filter in Transmission Tower plant to improve the sludge filtration and its time cycle without use of extra pumps.

Annexure [G] to Board’s Report consErvAtion oF EnErGy, tEcHnoLoGy ABsorPtion And ForEiGn EXcHAnGE EArninGs And outGo

sEction 134 oF tHE comPAniEs Act, 2013 rEAd witH comPAniEs (Accounts) ruLEs, 2014


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(iii) the capital investment on energy conservation equipment:

Details of technology Imported

Technology imported from

Year of Import

Current status

Triple extrusion DCDC process for EHV cables upto 500 KV on CCV line

Maillefer – Finland

2010- 11 Commi-ssioned

Continuous – Horizontal lead extrusion for HV- EHV cables

HFSAB - Sweden

2010-11 Commi-ssioned

Project for setting up R&D centre & Multi purpose test set up for electrical testings upto 765 KV of various electrical products

Hongkong Hippo - China

2011-12 Commi-ssioned

Major efforts made towards Technology Absorption:- Installation of online, automatic dryers and

compound gradual conveying / feeding system on PVC extruders.

Installation of High speed Double line – multipurpose RBD machines.

In – House production of color master batch for PVC with properties of reduced consumption ratio.

Indigenous design & development of EHV cables. Revamping plan put up in action for existing

conductor plant machines for productivity enhancement and introduction of automation in their operations.

Design & Development of specialty conductors for overhead transmission lines.

Study, analysis and comparative evaluation of various processing techniques for HV- EHV cables.

(i) The Benefits which can be derived from product improvement, cost reduction, product development and import substitution in condition of full capacity utilization is approximately INR 18 crores per annum.

(ii) Information regarding imported technology (imported during last four years).

ForEiGn EXcHAnGE EArninGs And outGoForeign exchange earned in terms of actual inflows during the year 2014-15 was Rs. 40.50 Million.Foreign exchange outgo in terms of actual outflows during the year 2014-15 was Rs. 39.60 Million.



Corporate Governance ReportcomPAny’s PHiLosoPHy on corPorAtE GovErnAncE

“corporate Governance

is not a matter of right or wrong -

’it is more nuanced than that.”

Annual Report 2014-15 61Corp

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Your Company is proud to belong to a Group whose visionary founders paved the way for path breaking governance over a century ago and made it an integral element of the business. Corporate governance in the Company is a value-based framework to manage the Company affairs in a fair and transparent manner, which has assisted in evolving guidelines and best practices over the years to ensure timely and accurate disclosure of information.Strong and improved Corporate Governance practices are indispensable in today`s competitive world and complex economy.Diamond’s philosophy is to view Corporate Governance from the view point of business strategy rather than mere compliance norms. Strong governance practices of the Company have been rewarded in terms of improved share valuations, stakeholder`s confidence, market capitalization, high credit ratings and environmental protection, etc. The Company has established systems and procedures to ensure that its Board of Directors is well informed and well equipped to fulfill its overall responsibilities and to provide the management with the strategic direction catering to exigency of long term shareholders value. It`s initiatives towards adhering to highest standards of governance include self-governance, professionalization of the Board, fair and transparent processes and reporting systems and going beyond the mandated Corporate Governance Code requirements of SEBI. Being a value driven organization the Company envisages attainment of the highest level of transparency, accountability and equity in all facets of its operations including everyone it works with, the community it is in touch with and the environment it has an impact on.The Company has complied with the provisions of Clause 49 of the listing Agreement of the Stock Exchange, which deals with the compliance of Corporate Governance requirements as detailed below for the year ended on March 31, 2015. BoArd oF dirEctorsThe Diamond’s Board plays a pivotal role in ensuring that the Company runs on sound and ethical business practices and that its resources are utilized for creating sustainable growth and societal wealth. The Board operates within the framework of a well-defined responsibility matrix which enables it to discharge its fiduciary duties of safeguarding the interest of the Company; ensuring fairness in the decision making process, integrity and transparency in the Company’s dealing with its Members and other stakeholders.

comPosition oF BoArd oF dirEctorsDiamond’s Board consists of 9 members as on 31st March, 2015. Besides the Chairman, who is an Executive Promoter Director, the Board comprises of two Executive Directors and six Non-Executive Directors. The composition of the Board is in conformity with the Clause 49 of the listing Agreement, which stipulates that at least fifty per cent of the Board should consist of Non-Executive Directors, Provided that where the Non-Executive Chairman is a promoter of the Company or is related to any promoter or person occupying management positions at the Board level or at one level below the Board, at least one-half of the Board of the Company shall consist of Independent Directors.The Composition of Board of Directors of the Company as on 31st March 2015 is as follows:

Category No. of DirectorsExecutive Directors 3Non–Executives/Independent Director/Woman Director

5

Nominee Director 1total 9

indEPEndEnt dirEctorsAs mandated by clause 49, the independent directors on diamond’s Board:A. who, in the opinion of the Board, is a person of integrity

and possesses relevant expertise and experience;B. (I) who is or was not a promoter of the company or its

holding, subsidiary or associate company; (ii) who is not related to promoters or directors in

the company, its holding, subsidiary or associate company;

C. apart from receiving director’s remuneration, has or had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

D. none of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

E. who, neither himself nor any of his relatives — (i) holds or has held the position of a key managerial

personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of —

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent or more of the gross turnover of such firm;

(iii) holds together with his relatives two per cent or more of the total voting power of the company; or

(iv) is a Chief Executive or director, by whatever name called, of any non-profit organisation that receives twenty-five per cent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company;

(v) is a material supplier, service provider or customer or a lessor or lessee of the company;

F. who is less than 21 years of age. The Independent Directors have submitted declarations

that they meet the criteria of Independence as per the provisions of Companies Act, 2013 and the listing Agreement. Further the Independent Directors have confirmed that they do not hold directorship in more than seven listed companies and all the Independent Directors has appointed in the manner provided under Companies Act, 2013 and clause 49 of the listing Agreement.



dirEctors’ AttEndAncE rEcord And tHEir otHEr dirEctorsHiPs/ committEE mEmBErsHiPsAs mandated by Clause 49, none of the Directors is a member of more than ten Board level Committees or chairman of more than five Committees across companies in which he is a Director. Relevant details of the Board as on March 31, 2015 are given as follows:

Name Category / Position

No. of Board Meetings

AGM30.09.2014

No. of other Directorship

No. of other Board Committees

Whether having any pecuniary

or business relation with the

Company

Held Attended Member Chairman Member Chairman

*Shri S.N.Bhatnagar

Ex / Chairman Promoter

4 4 Yes 4 4 3 2 None

Shri Amit Bhatnagar

Ex / Managing Director Promoter

4 4 Yes 10 - 3 1 None

Shri Sumit Bhatnagar

Ex / Joint Managing Director Promoter

4 4 Yes 9 - 4 - None

Shri Ranvir Singh Shekhawat

NE/ Director 4 4 Yes 1 - 3 2 None

*Shri Kirit Vyas NE/ Director 4 2 No 3 - 2 1 None *Shri Karthik Athreya

NE / Nominee Director

4 - No 11 - - - Nominee Director

Shri Bhavin Shah NE/ Director 4 2 No 1 - - - Non-Executive Director

*Shri Aswini Kumar Sahoo

NE/Director 4 2 No 3 - - - None

Shri Ashok Kumar Gautam

NE/Director 4 2 No - - - - None

Shri Ashok Kumar Singh

NE/Director 4 2 No - - - 1 None

Ms. Nivedita Pandya**

NE/Director 4 - No 7 - - - None

*Resigned **Appointed on 31st March, 2015

numBEr oF BoArd mEEtinGsDuring the Financial year ended on 31st March, 2015 four (4) meetings of the Board of Directors were held. The maximum gap between any two meetings was less than four months as stipulated under Clause 49. The dates of Board Meeting are as under:

Dates on which the Board Meeting held30th May, 201409th August, 201410th October, 20145th February, 2015 (Meeting was adjourned and held on 14th February, 2015)

BoArd ProcEdurEsThe Board Meetings are governed by a structured Agenda. The Agenda along with detailed explanatory notes and supporting material are circulated in advance before each meeting to all the Directors for facilitating effective discussion and decision making. As a policy, all major decisions involving investments and capital expenditure, in addition to matters which statutorily requires the approval of the Board are put up for consideration of the Board. Inter alia, the following information, as may be applicable and required, is provided to the Board as a part of the agenda papers. Annual operating plans & budgets and any updates Capitalbudget-purchaseanddisposalofplant,machinery

and equipments. Quarterly,HalfyearlyandannualresultsoftheCompany.

Minutes of the Meetings of the Audit Committee andother Committees of the Board.

Information on recruitment and remuneration of seniorofficers just below the Board level.

Materially important show cause, demand, prosecutionnotices and penalty notices, if any.

Fatalorseriousaccidents,dangerousoccurrences,anymaterial effluent or pollution problems.

AnymaterialdefaultinfinancialobligationstoandbytheCompany, or substantial non-payments by clients.

Any issue, which involves possible public or productliability/claims of substantial nature, including any judgments or orders which may have passed structure on the conduct of the Company or taken an adverse view regarding another enterprise that can have negative implications on the Company.

Details of any joint venture agreement or collaborationagreement.

Transactions that involve substantial payment towardsgoodwill, brand equity or intellectual property.

Significantlabourproblemsandtheirproposedsolutions.Any significant development in human resources or on the industrial relations front such as signing of wage agreement, etc.

Sale of material nature of investments, subsidiaries,assets, which are not in the normal course of business.

The proceedings of each meeting of the Board and its Committees are captured in accordance with the provisions of the Companies Act, 2013 and Companies (Meetings of Board and its Powers) Rules, 2014.


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indEPEndEnt dirEctor’s mEEtinGIn accordance with the provisions of Schedule IV (code for Independent Directors) of the Companies Act, 2013 and clause 49 of the listing Agreement, a meeting of the Independent Directors of the Company was held on 14th February, 2015 without the attendance of Non Independent Directors and members of the Management.

EvALuAtion oF BoArd EFFEctivEnEssIn terms of provisions of the Companies Act, 2013 read with Rules issued there under and clause 49 of the listing Agreement, the Board of Directors, on recommendation of the Nomination and Remuneration Committee, have evaluated the effectiveness of the Board. Accordingly, the performance evaluation of the Board, each Director and the Committees was carried out for the financial year ended on 31st March, 2015. The evaluation of the Directors was based on various aspects which, inter alia, included the level of participation in the Board Meetings, understanding of their roles and responsibilities, business of the Company along with the environment and effectiveness of their contribution.

codE oF conductIn line with the Clause 49 of the listing Agreement, the Company’s Board of Directors has laid down a ‘Code of Conduct and Ethics’ for the Board of Directors and Senior Executives of the Company’. The purpose of this ‘Code of Conduct’ is to promote conduct of business ethically in an efficient and transparent manner and to meet its obligations to shareholders and all other stakeholders.The ‘Code of Conduct’ is also a tool in carrying out the Company’s Business and Social responsibility in a more effective manner. The Code sets out a broad policy for one’s conduct in dealing with the Company, fellow directors and employees and the external environment in which the Company operates.All Directors and senior management have affirmed compliance with the Code for the financial year ended on March 31st, 2015.Besides this, every employee of the Company is committed to ‘Diamond Code of Ethics’, as applicable to all Diamond Group of Companies. Ethics is the responsibility of every employee, and that includes all levels of management. Your Company is committed to conduct its business fairly, impartially, in an ethical and proper manner and in full compliance with all applicable laws and regulations. In conducting its business, integrity underlines in all Company relationships, including those with customers, suppliers and among employees. Your Company adapts to the highest standards of ethical business conduct and do not engage in any activity that may raise questions as to the Company’s honesty, impartiality or reputation or otherwise cause embarrassment to the Company. Each employee is committed to high ethical standards.

your company strives to act with high ethical standards specifically, to:

Obey all applicable laws, regulations, and professional standards that govern its business;

Maintain an environment of honesty, trust, and integrity; Safeguard its ethics and never compromise or alter them

for any reason; and Recognise and value high ethical standards and report

any unethical or illegal behaviour.Compliance with the ‘Code of Ethics’ is regularly monitored by the legal and Compliance Department of the Company.

committEEs oF tHE BoArdThe committees constituted by the Board play an important role on the governance structure of the Company. The committees are in line with the Clause 49 of the listing Agreement and Companies Act, 2013. The minutes of the Committee meetings are tabled at the Board Meetings and the chairperson of each Committee brief the members about the important deliberations and discussion.The Minutes of Board Meeting and other committees are captured in accordance with the provisions of the Companies Act, 2013.

comPosition oF committEEs oF dirEctors And tHEir AttEndAncE At tHE mEEtinGsdiamond has the following Board Level committees:A) Audit CommitteeB) Nomination and Remuneration CommitteeC) Stakeholders Grievances and Relationship CommitteeD) Corporate Social Responsibility CommitteeE) Share Transfer CommitteeVarious Committees of Directors have been appointed by the Board for taking informed decisions in the best interest of the Company. These Committees monitor the activities falling within their respective terms of reference. The Board’s Committees are as follows:

A) Audit committEE The Audit Committee has played an important role in

ensuring the financial integrity of the Company. The Audit Committee’s role includes the financial reporting process, Audit process, Related Party Transactions and other applicable laws.

The Composition of the Audit Committee is in line with the provisions of section 177 of Companies Act, 2013 and clause 49 of the listing Agreement. Further the Committee invites Shri Amit Bhatnagar, Managing Director, Shri Arvind Yadav, Internal Auditor of the Company attend the Audit Committee Meetings.

Shri Nishant Javlekar, Company Secretary acts as Secretary to the Committee.

The Composition of the Board of Directors along with the details of the meetings held and attended during the financial year as on March 31, 2015, are given below the Audit Committee comprises of three Directors.

members, meetings And Attendance of members of the Audit committeeShri Ranvir Singh Shekhawat (Chairman), Shri Aswini kumar Sahoo (Member), Shri Ashok Kumar Singh (Member) Shri Amit Bhatnagar (Member)Shri Sumit Bhatnagar (Member)Ms. Nivedita Pandya (Member)

meetings & AttendanceDuring the financial year 2014-15 the Audit Committee held four meetings on 30th May, 2014, 9th August, 2014, 10th October, 2014 and 5th February, 2015 (meeting was adjourned and held on 14th February, 2015). The time gap between any two meetings was less than four months.

The details of attendance of Audit Committee meetings are as under:

Name Category Status No. of Meetingheld atten-

dedShri Ranvir Singh Shekhawat

Independent Director

Chairman 4 4



Member 4 2

Shri Amit Bhatnagar

Managing Director

Member 4 3

Shri Ashok Kumar Singh


Member 4 2


Jt. Managing Director

Member 4 0

Ms. Nivedita Pandya

Women Director

Member 4 0

*ResignedThe Chairman of the Audit Committee was present at the last AGM held on 30th September, 2014.



the role of the Audit committee includes the Following:

1. Overseeing the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

2. Reviewing with the management the quarterly, half-yearly, nine-monthly and annual financial statements, standalone as well as consolidated, before submission to the Board for approval;

3. Reviewing the Management Discussion and Analysis of the financial condition and results of operations;

4. Reviewing with the management, the annual financial statements and auditor’s report thereon before submission to the Board for approval, with particular reference to:

a. Matters required to be included in the Directors’ Responsibility Statement to be included in the Board’s report as per Section 134(3)(c) of the Companies Act, 2013;

b. Changes in the accounting policies and practices and the reasons for the same, major accounting entries involving estimates based on the exercise of judgment by management and significant adjustments made in the financial statements arising out of audit findings;

c. Compliance with listing and other legal requirements relating to financial statements;

d. Disclosure of any Related Party Transactions (RPTs); and

e. Qualifications in the draft audit report, if any. 5. Reviewing the financial statements of unlisted

subsidiary companies and investments made by the unlisted subsidiary companies;

6. Reviewing and considering the following w.r.t. appointment of auditors before recommending to the Board:

a. qualifications and experience of the individual/firm proposed to be considered for appointment as auditor;

b. whether such qualifications and experience are commensurate with the size and requirements of the company; and

c. giving due regard to any order or pending proceeding relating to professional matters of conduct against the proposed auditor before the Institute of Chartered Accountants of India or any competent authority or any Court

7. Recommending to the Board the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor, fixing of audit fees and approving payments for any other service;

8. Discussion with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

9. Reviewing and approving quarterly and yearly management representation letters to the statutory auditor;

10. Reviewing management letters/letters of internal control weaknesses issued by the statutory auditors and ensuring suitable follow-up thereon;

11. Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;

12. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

13. Reviewing the appointment, removal and terms of remuneration of the Internal Auditor of the Company;

14. Formulating in consultation with the Internal Auditor, the scope, functioning, periodicity and methodology for conducting the internal audit;

15. Evaluating the internal financial controls and risk management policies/system of the Company;

16. Discussion with the internal auditors on internal audit reports relating to internal control weaknesses and any other significant findings and follow-up thereon;

17. Reviewing the internal investigations by the internal auditors into matters where there is a suspected fraud or irregularity or failure of internal control systems of a material nature and reporting the matter to the Board;

18. Review and comment upon the report made by the statutory auditors (before submission to the Central Government) with regard to any offence involving fraud committed against the company by its officers/employees

19. Approval or subsequent modification of transactions of the Company with related parties including appointment and revision in remuneration of related parties to an office or place of profit in the Company, its subsidiary company or associate company;

20. Reviewing the statements of significant related party transactions submitted by the management;

21. Reviewing and Scrutinizing the inter-corporate loans and investments;

22. Approving the auditors (appointed under the Companies Act, 2013) to render any service other than consulting and specialised services;

23. Recommending to the Board of Directors, the appointment, remuneration and terms of appointment of Cost Auditor for the Company;

24. Review the cost audit report submitted by the cost auditor on audit of cost records before submission to the Board for approval;

25. Appointing registered valuers and defining the terms and conditions for conducting the valuation of assets/net-worth/ liabilities of the Company. Reviewing the valuation report and follow-up thereon;

26. Reviewing with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

27. looking into reasons for substantial defaults in payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors, if any;

28. Review and approve policy formulated for determination of material subsidiaries;

29. Review and approve policy on materiality of related party transactions and also dealing with related party transactions; and

30. Any other matter referred to by the Board of Directors.

The Audit Committee during the year has approved the overall framework for RPTs, the Policy on dealing with the RPTs, the Policy on materiality of RPTs and the criteria for granting omnibus approval in line with the policy of dealing with RPTs in accordance with provisions of the


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Companies Act, 2013 and/or Clause 49 of the listing Agreement. The Committee also reviews the internal financial controls.

B. nominAtion And rEmunErAtion committEE (FormErLy tErmEd As rEmunErAtion committEE)

In accordance with Section 178 of the Companies Act, 2013 and as per the requirements of SEBI Circular dated 17th April, 2014 for amendment to Equity listing Agreement (which is effective from 1st October, 2014), the Board of Directors of the Company at their meeting held on 30th May, 2014, have approved the change in nomenclature of the Remuneration Committee to Nomination and Remuneration Committee and have revised their role as under:

the revised role of the nomination and remuneration committee, inter-alia, includes the following:

Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

Formulation of criteria for evaluation of Independent Directors and the Board;

Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

Devising a policy on Board diversity;

the nomination and remuneration committee comprises of the following directors:

Sr. No.

Name of the Director

Position Category

1 Shri Ranvir Singh Shekhawat

Chairman Independent Director

2 *Shri Kirit Vyas Member Independent Director

3 Shri Sumit Bhatnagar

Member Executive Director

4 *Shri Aswini Kumar Sahoo

Member Independent Director

5 Shri Ashok Kumar Singh

Member Independent Director

6 Ms. Nivedita Pandya

Member Women Director

*Resigned

The objectives of the Remuneration policy are to motivate employees to excel in their performance, recognize their contribution and retain talent in the organization and record merit, based on the performance of the employees as well as based on recommendations of the Head of Departments in case of sub-ordinate and in case of Head of Departments Managing and Joint Managing Directors of the Company the Remuneration Committee take its decisions.

remuneration to directorsThe Table below gives the details of remuneration paid to Directors for the year ended on March 31st, 2015.The Company has not given any advances and loans to any of its Directors during year 2014-15.The Details of remuneration and sitting fees for Board and other committee meetings paid to the Directors for the year ended on 31st March, 2015:

Name Category / Position Salary (Rs.) Sitting Fees (Rs.) Other Allowances (Rs.)*Shri S. N. Bhatnagar Ex. Chairman 2,28,69,253 NIl NIlShri Amit Bhatnagar Ex. MD 2,17,87,234 NIl NIlShri Sumit Bhatnagar Ex. JMD 2,17,87,234 NIl NIl*Shri Kirit Vyas NE NIl 50000 20000Shri Ranvir Singh Shekhawat NE NIl 120000 40000*Shri Karthik Athreya NE /Nominee NIl NIl NIlShri Bhavin Shah NE NIl NIl NIl*Shri Aswini Kumar Sahoo NE NIl 80000 30000Shri Ashok Kumar Gautam NE NIl 40000 20000Shri Ashok Kumar Singh NE NIl 40000 20000

*Resigned



remuneration Policy Non-Executive Independent Directors The Non-Executive Directors (NEDs) are paid

remuneration by way of sitting fees only. The Board of Directors of the Company, pursuant to the relevant provisions of the Companies Act, 2013 and by virtue of Article No. 132 (3) of the Articles of Association of the Company, revised their sitting fees from Rs. 5,000 to Rs. 20,000 per each board meeting with effect from 9th November, 2011.

Further Non-Executive Independent Directors are also entitled for out of pocket expenses which include travelling and accommodation charges which are shown in other allowances as above are not forming part of Directors’ Remuneration.

Amount stated above is sum total of all the remuneration including out of pocket expenses.

For each Audit Committee and Investors’ Grievance Committee the fees paid to Non – Executive Independent Directors is Rs. 5,000 per meeting.

Executive directors The Company pays remuneration by way of salary,

perquisites and allowances (fixed component) and commission (variable component) to the Managing Director Joint Managing Director and the Executive Chairman. Salary is paid within the range approved by the Members.

Annual increments recommended by the Remuneration Committee, are placed before the Board for approval. The ceiling on perquisites and allowances as a percentage of salary is fixed by the Board. Within the prescribed ceiling, the perquisite package is recommended by the Remuneration Committee and approved by the Board. The Commission is calculated with reference to the net profits of the Company in a particular financial year and is determined by the Board on the recommendation of the Remuneration Committee at the end of the financial year, subject to overall ceilings stipulated in Sections 197 of the Companies Act 2013. Specific amount payable to such Directors is based on the performance criteria laid down by the Board which broadly takes into account the profits earned by the Company for the year.

management staff Remuneration of employees largely consists of basic

remuneration, perquisites, allowances and performance incentives. The components of the total remuneration vary for different grades and are governed by industry patterns, qualifications and experience of the employee, responsibilities handled by him, his annual performance etc.

c. stAKEHoLdErs GriEvAncEs And rELAtionsHiP committEE

During the financial year ended on 31st March, 2015 the nomenclature of the Investor Grievance Committee was changed to “Stakeholders Grievances and Relationship Committee” pursuant to section 178 of the Companies Act, 2013 and Clause 49 of the listing Agreement. The Composition of the Stakeholders Relationship Committee is in compliance with the provision of section 178 of Companies Act, 2013 and Clause 49 of the listing Agreement.

The Committee meet 4 times during the financial year ended on 31st March, 2015. The constitution of the Stakeholders Grievances and Relationship Committee of the Board of Directors of the Company along with the details of the meetings held and attended by the members of the committee during the financial year ended on 31st March, 2015 is detailed below.

Shri Nishant Javlekar, Company Secretary acts as Secretary to the Committee.

members, meetings And Attendance members of the stakeholder Grievances And

relationship committeeShri Ranvir Singh Shekhawat (Member) Shri Ashok Kumar Gautam (Member)Shri Sumit Bhatnagar (Member)

meetings & Attendance During the financial year 2014-15 the Stakeholders

Grievances & Relationship Committee held four meetings on 30th May, 2014, 9th August, 2014, 10th October, 2014 and 5th February, 2015 (meeting was adjourned and held on 14th February, 2015). The time gap between any two meetings was less than four months.

the details of attendance of stakeholders Grievances and relationship committee meetings are as under:


ded*Shri Kirit Vyas


Chairman 4 2

Shri Ranvir Singh Shekhawat


Member 4 4


Jt. Managing Director

Member 4 3



Member 4 2

Shrii Ashok Kumar Gautam


Member 4 0

*Resigned

d. corPorAtE sociAL rEsPonsiBiLity committEE In accordance with Section 135 of the Companies Act,

2013, the Board of Directors of the Company at their meeting held on 30th May, 2014, has approved the Constitution of the CSR Committee.

the composition, names of the members, chairperson are as follows:

Sr. No.

Name of the Director

Position Category

1 *Shri Aswini Sahoo Chairman Independent Director

2 Shri Amit Bhatnagar

Member Managing Director

3 Shri Sumit Bhatnagar

Member Jt. Managing Director

4 Ms. Nivedita Pandya

Member Women Director

*Resigned

the Board also defined the role of the committee, which is as under:

Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013.

Recommend the amount of expenditure to be incurred on the activities referred in the CSR policy

Monitor the CSR Policy of the Company and its implementation from time to time

Such other functions as the Board may deem fit.


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Apart from the above Committees Board of Directors also constituted Shares Allotment Committee and Preferential Issue Committee.

E. sHArE trAnsFEr committEEThe reference is mandate by our Board in line with the review of Share Transfer and transmission process and its approval a separate committee was formed.

the composition, name of members, chairman and particulars of the meetings and attendance of the members during the year are as follows:


ded*Shri S. N. Bhatnagar

Chairman Executive Director

24 24

Shri Amit Bhatnagar


24 24



24 24

*Resigned

Twenty four (24) numbers of meetings were held by Share Transfer Committee during the year, as per Memorandum of Transfer provided by Karvy Computershare Private limited i.e Independent Share Transfer Agent. The following meetings given were held during the year ended on 31st March, 2015: 16th April, 2014, 2nd May 2014, 8th May 2014, 20th May 2014, 28th Ma, 2014, 18th Jun, 2014, 23rd Jun, 2014, 24th Jun, 2014, 9th Jul, 2014, 16th July 2014, 31st July 2014, 11th August 2014, 8th September 2014, 10th October 2014, 22nd October 2014, 7th November 2014, 20th November 2014, 15th December 2014, 30th December 2014, 28th January 2015 , 4th February 2015, 5th February 2015, 23rd February 2015, and 09th March 2015.

management discussion And Analysis report Management Discussion and Analysis is given in a

separate section forming part of the Directors’ Report in this Annual Report.

subsidiary companies The Subsidiaries of the Company function independently,

with an adequately empowered Board of Directors and necessary management resources.

For effective governance, the Company overview the performance of its subsidiaries, inter alia, in the following manner:

The financial statements, in particular, the investments made by the unlisted subsidiary companies, are reviewed by the Audit Committee and the Board of Directors of the Company.

The Minutes of the Board Meetings of the subsidiary companies are placed before the Board of Directors of the Company for their review.

Details of all significant transactions and arrangements entered into by the unlisted subsidiary companies are periodically placed before the Board of Directors of the Company.

discLosurEsa. related Party transactions Details of materially significant related party transactions

i.e. transactions of the Company of material nature with its promoters, the Directors or the management, their subsidiaries or relatives, etc. are presented under Notes of the Balance Sheet. All details on the financial and commercial transactions, where Directors may have a potential interest, are provided to the Board. The interested Directors neither participate in the discussion, nor vote on such matters. During 2014-15, there were no related party transaction of material nature that may have a potential conflict with the interests of the Company.

b. Accounting treatment in Preparation of Financial statements

The Company has followed the Accounting standards notified by The Companies (Accounting Standards) Rules, 2006, as amended from time to time, in preparation of its financial statements.

c. risk management The Company has established a well-documented

and robust risk management framework. Under this framework, risks are identified across all business processes of the Company on continuous basis. Once identified, these risks are systematically categorised as strategic risks, business risks or reporting risks.

The former looks at all risks associated with the longer term interests of the Company. The latter look at risks associated with the regular functioning of each of the processes and the risks associated with incorrect or untimely financial and non-financial reporting.

To address these risks in a comprehensive manner, each risk is mapped to the concerned department for further action. Based on this framework, Company has set in place various procedures for Risk Management.

d. code For Prevention of insider trading Practices The Company has instituted a comprehensive code

for prevention of Insider Trading, for its Directors and designated employees, in compliance with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time.

e. cEo/cFo certification As required under Clause 49 (V) of the listing Agreement

with the Stock Exchanges, the Chairman & Managing Director and the Chief Financial Officer of the Company have certified to the Board regarding the Financial Statements for the year ended on 31st March, 2015 which is annexed to this Report.



f. disclosure regarding the Board of directors General Body Meetings: Particulars about the last Three Annual General Meetings of the Company are:

Sr. No.

AGM Particulars & Date Venue Time Special Resolution Passed The AGM

1 22nd Annual General Meeting (2013-14) held on 30th September, 2014

Registered office

10:00 A.M. special resolutions for1. “RESOlVED THAT in supersession of the ordinary

resolution passed at the Extraordinary General Meeting held on 21st November, 2009 under section 293(1)(a) of the Companies Act, 1956 and pursuant to the provisions of section 180(1)(a) of the Companies Act 2013 and all other applicable provisions if any, or any other law for the time being in force (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force) and in terms of Articles of Association of the Company, the consent of the members be and is hereby accorded to the Board of Directors of the Company for mortgaging / charging all or any of the immovable and movable properties of the Company both present and future and the whole or substantially the whole of the undertaking or the undertakings of the Company on such terms and conditions, as may be agreed to between the Board and lender(s) to secure the loans / borrowings obtained or as may be obtained, which may exceed the paid-up capital and free reserves in the ordinary course of business but not exceeding 3500 Crores (Rupees Three Thousand Five Hundred Crores only) at any one time.”

“RESOlVED FURTHER THAT for the purpose of giving effect to the above resolution, the Board be and is hereby authorized to do all such acts, deeds and things as it may in its absolute discretion as may deem fit, necessary, proper or desirable and to settle any question, difficulty, doubt that may arise in respect of the borrowing(s) aforesaid and further to do all such acts, deeds and things and to execute all documents and writings as may be necessary, proper, desirable or expedient to give effect to this resolution.”

2. “RESOlVED THAT in supersession of the Ordinary Resolution approved at the Annual General Meeting held on 28th September, 2012 and pursuant to the provisions of Section 180(1)(c) and any other applicable provisions of the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force) subject to such approvals, consents, sanctions and permissions, as may be necessary, and the Articles of Association of the Company and all other provisions of applicable laws, the consent of the Company be and is hereby accorded to the Board of Directors (hereinafter referred to as the “Board”, which term shall include any Committee constituted by the Board or any person(s) authorized by the Board to exercise the powers conferred on the Board by this Resolution) to borrow monies in excess of the aggregate of the paid-up share capital and free reserves of the Company, provided that the total amount borrowed and outstanding at any point of time, apart from temporary loans obtained / to be obtained from the Company’s Bankers in the ordinary course of business, shall not be in excess of 3500 Crores (Rupees Three Thousand Five Hundred Crores only).

“RESOlVED FURTHER THAT the Board of the Company be and is hereby authorised to do or cause to be done all such acts, matters, deeds and other things as it may in its absolute discretion deem fit, required or considered necessary or incidental thereto, for giving effect to the aforesaid resolution.”


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Sr. No.

AGM Particulars & Date Venue Time Special Resolution Passed The AGM

2 21st Annual General Meeting (2012- 13) held on 30th September, 2013

Registered Office

10:00 A.M. special resolutions for1. pursuant to the provisions of Sections 94 (1) (a) and

other applicable provisions, if any, of the Companies Act, 1956, the Authorised Share Capital of the Company be and is hereby increased from existing Rs.50,00,00,000 (Rupees Fifty Crores Only) divided into 5,00,00,000 (Five Crores Only) Equity Shares of Rs.10/- (Rupees Ten) each to 5,58,58,500 (Five Crores Fifty Eight lacs Fifty Eight Thousand Five Hundred Only) Equity Shares of Rs.10/- (Rupees Ten) each and 41,41,500 (Forty One lacs Forty One Thousand Five Hundred Only) Preference Shares of Rs. 10/- (Rupees Ten) Each.

2. Pursuant to the provision of Section 81(1A) and all other applicable provisions, if any, of the Companies Act, 1956, issue Equity Warrant of 43, 92,000 to Independent Corporate Body on preferential basis.

3. Pursuant to Article 9 of the Articles of Association and Section 80 and Section 81 (1A) and other applicable provisions, if any, of the Companies Act, 1956, to issue 41, 41,500 Redeemable Cumulative Preference Shares of Rs. 10 each to be issued at premium of Rs. 171 each to promoter group Company.

3 20th Annual General Meeting (2011- 12) held on 28th September, 2012

Registered Office

10:00 A.M. Special Resolutions for the re-appointment of Shri Suresh N Bhatnagar, Chairman, Shri Amit Bhatnagar and Shri Sumit Bhatnagar, Managing Director and Jt. Managing Director respectively pursuant to Sections 198, 269, 309, 310, 311 and other provisions of the Companies Act, 1956, read with Schedule XIII of the said Act.

material disclosures: There are nomatters pertaining to non-compliance by

the company, penalties imposed on the company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.

TheCompanystronglybelievesinCorporateGovernanceand advocates Whistle Blower policy, affirmation is hereby given that no personnel has been denied access to the audit committee.

means of communication 1. Publication of quarterly financial results: Quarterly, half-yearly, nine-monthly and annual

financial results of the Company were published in leading English and vernacular language newspaper.

2. Website and News Releases: A separate dedicated section under ‘Investors’

on the Company’s website gives information on various announcements made by the Company, status of unclaimed dividend, stock quotes, Annual Report, Quarterly/Half yearly/ Nine-monthly and Annual financial results along with the applicable policies of the Company. The Company’s official news releases and presentations made to the institutional investors and analysts are also available on the Company’s website.

3. Stock Exchange: Your Company makes timely disclosures of

necessary information to BSE limited (BSE) and the National Stock Exchange of India limited (NSE) in terms of the listing Agreement(s) and other rules and regulations issued by SEBI.

4. NEAPS (NSE Electronic Application Processing System):

NEAPS are a web-based application designed

by NSE for corporates. All periodical compliance filings, inter alia, shareholding pattern, Corporate Governance Report, corporate announcements, amongst others are also filed electronically through NEAPS.

5. BSE Corporate Compliance & Listing Centre: BSE listing is a web-based application designed

by BSE for corporates. All periodical compliance filings, inter alia, Shareholding pattern, Corporate Governance Report, Corporate announcements, amongst others are also filed electronically on the BSE listing Centre.

General shareholder information: i. 23rd Annual General Meeting: - Date: 30th September, 2015 - Time: 10:00 A.M. Venue: Registered Office of the Company Phase II, Village Vadadala, Taluka: Savli, Dist. Vadodara - 391520 Gujarat, India ii. Financial Year: Commencing from 1st April, 2014 to 31st March,

2015 iii. Date of Book Closure: Friday, 25th September, 2015 to Wednesday, 30th

September, 2015 (both days inclusive) iv. Record Date: 28th August, 2015 vi. Listed on: - The BSE limited, Mumbai - The National Stock Exchange of India

limited, Mumbai The listing Fees to National Stock Exchange of

India ltd and BSE limited has already been paid for the year 2014-15.

vii. Stock Code: BSE: - 522163 NSE: - DIAPOWER



vii. Market Price Data: The Market price data (Monthly High / low) of the company’s Equity shares traded on the Bombay Stock Exchange (BSE)

and the National Stock Exchange (NSE) during the period from 01/04/2014 to 31/03/2015 are given below:

Stock Exchange BSE NSEMonth & Year High (Rs) low (Rs) No of Shares traded

during the monthHigh (Rs) low (Rs) No of Shares traded

during the monthApril, 2014 80.00 49.80 4983438 80.00 49.50 5159736May, 2014 115.00 70.25 1780433 114.70 70.10 4172007June, 2014 124.60 90.30 5714732 124.50 97.00 4754783July, 2014 130.90 100.00 2553423 130.75 97.75 4521546August, 2014 128.00 108.25 1916249 128.30 109.00 4033731September, 2014 139.20 106.90 2144325 139.10 106.60 5194162October, 2014 133.00 111.75 1433427 133.00 111.20 3366773November, 2014 143.90 119.20 1310153 143.85 119.20 4173358December, 2014 120.85 56.00 4900840 121.55 56.25 11969266January, 2015 81.90 64.50 1230449 82.20 64.50 2863131February, 2015 73.90 53.00 1002769 74.00 52.65 2509622March, 2015 63.90 37.00 4179976 63.95 37.00 10199201

viii. Registrar and Transfer Agent: Karvy Computershare Pvt. ltd. Karvy Selenium Tower B, Plot 31-32, Gachibowli Financial District, Nanakramguda, Hyderabad - 500 032

ix. Share Transfer System: Share Transfers in physical form can be lodged with Karvy Computershare Private limited, Independent Share Transfer

Agent, at the above mentioned address. Transfers are normally processed within 15 days from the date of receipt. If the documents are complete in all respects, Registrar, in consultation with Share Transfer Committee, is empowered to approve transfers, in addition to the powers with the Members of the Stakeholders’ Grievance & Relationship Committee.

details of investors’ complaints received during 1st April, 2014 to 31st march, 2015 are as follows:

Sr. No.

Nature of Complaint* Receipt Disposed Pending Remarks

1 Non- receipt of dividend warrant 75 75 0 N.A.2 Excess/ Short payment of Dividend Warrant 0 0 0 N.A.3 Non-receipt of Annual Reports 19 19 0 N.A.4 legal Notice 0 0 0 N.A.5 Non- receipt of refund order 0 0 0 N.A.6 Correction of name on securities 8 8 0 N.A.7 Non Receipt of Security- Complaint relating to transfer of Shares 74 74 0 N.A.8 Clarification regarding shares 71 71 0 N.A.

* Information is based on reports prepared by Independent Share Transfer Agent.

xi. Shareholding Pattern and Distribution of Shareholding Shareholding pattern as on 31st March, 2015

Category No. of Holders

Total Shares

% of Equity

Promoters Bodies Corporate 8 13261955 24.56Resident Individuals 20107 12940135 23.97Promoters 8 5483393 10.15Foreign Corporate Bodies 2 2420990 4.48Foreign Institutional Investors 7 8612899 15.95Trust 1 354 0.00Bodies Corporates 564 7047093 13.05Non-Resident Indians 486 1034546 1.92HufClearing Members 74 173918 0.32Venture Capital Fund 1 2944066 5.45Indian Financial Institution/Bank 4 81146 0.15total 21262 54000495 100. 00%


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The Shareholders are requested to follow exact ISIN for the purpose of dealing in the respected securities. Presently the Equity Shares and Preference Shares of the Company are held in electronic and physical mode. The status of Equity Shares of the Company as on 31st March, 2015 is as follows:

Particulars Number of Shares % of total Equity Share

control report As on 31/03/2015

Sr. No.

Description No of Holders

Shares % To Equity

1 PHYSICAl 4581 2984333 5.532 NSDl 10854 43950581 81.393 CDSl 5827 7065581 13.08total 21262 54000495 100.00 %

Name, designation & address of Compliance Officer:Shri Nishant JavlekarCompany Secretary Diamond Power Infrastructure limited,“ESSEN HOUSE”5/9-10, BIDC, Gorwa, Baroda - 390016Phone : 91-265-2284328, 2283969 Fax : 91-265-2280528E-mail : [email protected]

comPLiAncE witH non-mAndAtory rEQuirEmEntsi) the Board The Company is maintaining a separate office for the

Chairman.ii) shareholder rights The Company is planning to provide a half-yearly

declaration of financial performance including summary of the significant events in last six months.

iii) Audit qualifications During the year under review, there was no audit

qualification in the Company’s financial statements. The Company continues to adopt best practices to ensure a regime of unqualified financial statements.

iv) training of Board members The Company’s Board of Directors comprises of

professionals with expertise in their respective fields and industry. They endeavour to keep themselves updated with changes in the economy, legislation and technologies.

v) Evaluation of non-Executive Board members Mechanism for evaluation of Non-Executive Board

Members Performance evaluation of Non-Executive Board Members is done by the Board of Directors of the Company.

vi) vigil mechanism/whistle Blower Policy The Company has adopted a Vigil Mechanism (i.e.

Whistle Blower Policy).

otHEr sHArEHoLdEr inFormAtioncorporate identity number (cin)The CIN allotted to the Company by the Ministry of Corporate Affairs, Government of India is l31300GJ1992PlC018198.

shareholders’ Queries All the queries pertaining to the shareholders shall be referred to Share Transfer Agent of the Company.

transfer of unclaimed dividend to investor Education and Protection FundPursuant to the provisions of Companies Act, the dividend which remains unclaimed/unpaid for a period of seven years from the date of transfer to the unpaid dividend account is required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.The Shareholders are therefore requested to contact Share Transfer Agent or Company Secretary in case of their unpaid dividend.After transfer of the said amounts to the IEPF, no claims in this respect shall against the IEPF or the Company nor shall any payment be made in respect of such claims.

sHArEs HELd in ELEctronic Formmembers holding shares in electronic form may please note that:-i. Instructions regarding bank details which they wish

to have incorporated in future dividend warrants must be submitted to their Depository Participants (DP). As per the regulations of NSDl and CDSl, the Company is obliged to print bank details on the dividend warrants, as furnished by these Depositories to the Company.

ii. Instructions already given by them for shares held in physical form will not be automatically applicable to the dividend paid on shares held in electronic form.

iii. Instructions regarding change of address, nomination and power of attorney should be given directly to the DP.

iv. The Company provides NECS facilities for shares held in electronic form and Members are urged to avail of this facility.

BAnK dEtAiLsMembers holding shares in physical form are requested to notify/send the following to Share transfer Agent to facilitate better servicing:-i. any change in their address/mandate/bank details, and

particulars of the bank in which they wish their dividend to be credited, in case they have not been furnished earlier.

ii. Members are advised that respective bank details and address as furnished by them or by NSDl/CDSl to the Company, for shares holding physical form and in electronic form respectively, will be printed on their dividend warrants as a measure of protection against fraudulent encashment.

Distribution Schedule – Consolidated as on 31.03.2015

Sr. no.

Category Cases % of Cases Total shares Amount % of Amount

1 1-5000 16534 77.76 2792164 27921640 5.172 5001- 10000 2493 11.73 1830958 18309580 3.393 10001- 20000 1169 5.50 1746312 17463120 3.244 20001- 30000 334 1.57 849309 8493090 1.575 30001- 40000 159 0.75 568449 5684490 1.056 40001- 50000 130 0.61 600172 6001720 1.117 50001- 100000 204 0.96 1470341 14703410 2.728 100001& Above 239 1.12 44142790 441427900 81.75total 21262 100 54000495 540004950 100



nAtionAL ELEctronic cLEArinG sErvicE (nEcs) FAciLityUnder NECS facility, Members get an option to receive dividend directly to their bank account rather than receiving the same through Dividend Warrants. Members holding shares in physical form, who wish to avail NECS facility, are requested to send their NECS mandate in the prescribed form to Share Transfer Agent, in the event they have not done so earlier. Members holding shares in dematerialised form are requested to give the NECS mandate to their respective DPs directly.Please note that Members who do not provide details of bank accounts with banks having Core Banking Facility, as required by RBI, will receive their dividend by physical warrants.

dEmAt initiAtivEIn view of the advantages of holding shares in electronic form, Members holding their Equity Shares in physical form are urged to avail of this opportunity and Demat their holdings.

GrEEn initiAtivEBased on the ‘Green Initiative’ taken by the Government of India, the Company has sent out a communication to its Members that henceforth, all communications, including Annual Reports, will be e-mailed to them at their e-mail address registered with their Depository Participants/the Share Registry, unless they opt for physical copies. Facility of getting electronic communication will go a long way in saving trees and also result in substantial cost savings.

dEPository sErvicEsMembers may write to the respective Depository or to Share Transfer Agent for guidance on depository services. Address for correspondence with the Depositories is as follows:

nAtionAL sEcuritiEs dEPository LimitEdTrade World, 4th Floor, Kamala Mills CompoundSenapati BapatMarg, lower ParelMumbai 400 013Tel : 022-2499 4200, Fax : 022-2497 6351e-mail : [email protected] : www.nsdl.co.in

cEntrAL dEPository sErvicEs (indiA) LimitEdPhiroze Jeejeebhoy Towers17th Floor, Dalal Street, Mumbai 400 023Tel : 022-2272 3333, Fax : 022-2272 3199e-mail : [email protected] : www.cdslindia.com

nominAtion FAciLityMembers are entitled to make nominations in respect of shares held by them. Members holding shares in physical form and intending to make/change the nomination in respect of their shares in the Company may submit their requests in Form No. SH-4 to Share Transfer Agent. Members holding shares in electronic form are requested to give the nomination request to their respective DPs directly.

rEconciLiAtion oF sHArE cAPitAL AuditAs stipulated by SEBI, M/s. DeveshVimal & Co., Practicing Company Secretary carries out Secretarial Audit to reconcile the total admitted capital with NSDl and CDSl and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges as well as placed before the Board of Directors. The audit confirms that the total listed and paid-up capital is in agreement with the aggregate of the total number of shares in physical form and the total number of shares in dematerialised form (held with NSDl and CDSl).

E-votinG FAciLity to mEmBErsIn compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and

Administration) Rules, 2014, the Company is pleased to provide members the facility to exercise their right to vote at the 23rd Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by National Securities Depository limited (NSDl).Pursuant to the amendments made in clause 35B of the listing Agreement by SEBI, the company has sent assent/dissent forms to the members to enable those who do not have access to e-Voting facility to cast their vote on the shareholders resolution to be passed at the ensuing Annual General Meeting, by sending their assent or dissent in writing.

uPdAtE AddrEss/ E-mAiL AddrEss/BAnK dEtAiLsTo receive all communications/corporate actions promptly, members holding shares in dematerialised form are requested to please update their address/email address/bank details with the respective DPs and in case of physical shares, the updated details have to be intimated to the Registrar & Share Transfer Agents.

ELEctronic sErvicE oF documEnts to mEmBErs At tHE rEGistErEd EmAiL AddrEssAs a responsible corporate citizen, your Company has been continuously supporting the “Green Initiatives“ taken by the Ministry of Corporate Affairs, Government of India (MCA) and Securities and Exchange Board of India (SEBI).Accordingly, in respect of Members / Members who have registered their email addresses, the Company have been dispatching all documents vide electronic form since May 2011.In accordance with Rule 18 of the Companies (Management and Administration) Rules, 2014 notified under the Companies Act, 2013, the Companies may give Notice of the General Meetings through electronic mode. Further, the said Rule provides that advance opportunity should be given at least once in a financial year to the Members / Members for registering their email address and changes therein, as may be applicable. Further Rule 11 of the Companies (Accounts) Rules, 2014 notified under the Companies Act, 2013 provides that in case of listed companies, financial statements may be sent by electronic mode to such members / members whose shareholding is in dematerialized form and whose email Ids are registered with the Depository for communication purposes. As regards Members / Members whose shareholding is held in physical form, the financial statements may be sent in electronic mode to those members who have positively consented in writing for receiving by electronic mode.In view of the above, the Company shall send all documents to Members like General Meeting Notices (including AGM), Annual Reports comprising Audited Financial Statements, Directors’ Report, Auditors’ Report and any other future communication (hereinafter referred as “documents”) in electronic form, in lieu of physical form, to all those members, whose email address is registered with Depository Participant (DP)/Registrars & Share Transfer Agents (RTA) (hereinafter “registered email address’) and made available to us, which has been deemed to beThe member’s registered email address for serving the aforesaid documents. To enable the servicing of documents electronically to the registered email address, we request the members to keep their email addresses validated/ updated from time to time. We wish to reiterate that Members holding shares in electronic form are requested to please inform any changes in their registered e-mail address to their DP from time to time and Members holding shares in physical form have to write to our RTA, M/s Karvy Computer shares Private limited at their specified address, so as to update their registered email address from time to time.Please note that the Annual Report of the Company will also be available on the Company’s website www.diatron.in for ready reference. Members are also requested to take note that they will be entitled to be furnished, free of cost, the aforesaid documents, upon receipt of requisition from the member, any time, as a member of the Company.


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To, The Board of Directorsdiamond Power infrastructure LimitedVadodara.

We Amit Bhatnagar, Managing Director and Sumit Bhatnagar Jt. Managing Director to the best of our knowledge and belief, certify that:1. We have reviewed the financial statements and the cash flow statement for the financial year ended 31st March, 2015 and based

on our knowledge and belief, we state that: (a) these statements do not contain any materially untrue statement or omit any material fact or contain any statements that

might be misleading. (b) these statements together present a true and fair view of the Company’s affairs and are in compliance with the existing

accounting standards, applicable laws and regulations.

2. We further state that to the best of our knowledge and belief, there are no transactions entered into by the Company during the year, which are fraudulent, illegal or violative of the Company’s code of conduct.

3. We hereby declare that all the members of the Board of Directors and Management Committee have confirmed compliance with the Code of Conduct as adopted by the Company.

4. We are responsible for establishing and maintaining internal controls and for evaluating the effectiveness of the same over the financial reporting of the Company and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

5. We have indicated, based on our most recent evaluation, wherever applicable, to the Auditors and Audit Committee (a) significant changes, if any, in the internal control over financial reporting during the year; (b) significant changes, if any, in the accounting policies made during the year and that the same has been disclosed in the

notes to the financial statements; and (c) instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or

an employee having significant role in the Company’s internal control system over financial reporting.

For diamond Power infrastructure Limited Amit Bhatnagar dr. sumit Bhatnagar Managing Director Jt. Managing Director

CEo and CFo Certification

To,The Members,diamond Power infrastructure LimitedVadodara.

We have examined the compliance of the conditions of Corporate Governance by Diamond Power Infrastructure limited for the year ended 31st March, 2015, as stipulated in clause 49 of the listing Agreement of the said Company with the Stock Exchanges in India.

The compliance of the conditions of Corporate Governance is the responsibility of the Company’s management. Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance (as stipulated in Clause 49 of the listing Agreement), issued by the Institute of Chartered Accountants of India and was limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of an opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned listing Agreement.

We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For vijay .n. tewar & co. (Chartered Accountant) (vijay .n. tewar) Date: 13th August, 2015 ProprietorPlace: Vadodara Membership no. 40676

Auditors certificate on Corporate Governance

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Diamond Power Infrastructure LimitedStandalone Financial Statements



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IndependentAuditor’s ReportTo, The members of Diamond Power Infrastructure LtdVadodara

RePoRt on the StanDaLone FInancIaL StatementSWe have audited the accompanying standalone financial statements of Diamond Power Infrastructure Limited (‘the Company’), which comprise the balance sheet as at 31st March 2015, the statement of profit and loss and the cash flow statement for the year ended, and a summary of significant accounting policies and other explanatory information.

management’S ReSPonSIbILIty FoR the StanDaLone FInancIaL StatementSThe Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these Standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

auDItoR’S ReSPonSIbILItyOur responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls.An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

oPInIonIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2015 and its profit and its cash flows for the year ended on that date subject to our Report as under:


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Annexure to the Independent Auditor’s Report (contd.)RePoRt on otheR LegaL anD ReguLatoRy RequIRementS 1. As required by the Companies (Auditor’s Report) Order,

2015 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that: a) We have sought and obtained all the information

and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) on the basis of the written representations received from the directors as on 31st March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

f) with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigation on its financial Position - Refer Note 9 of Part A of Notes to accounts;

ii. The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise; and

iii. There has not been an occasion in case of the Company during the year under report to transfer any sums to the investor Education and Protection Fund. The question of delay in transferring such sums does not arise.

For Vijay. n. tewar & co.(Chartered Accountants)Vijay n. tewarProprietor

Date : 30th May, 2015 FRN:111422WPlace : Vadodara Membership No. 040676


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Annexure to the Independent Auditor’s ReportThe Annexure referred to in our Independent Auditors’ Report to the members of the Company on the standalone financial statements for the year ended on 31st March 2015, we report that:

i. a) The Company has maintained proper records showing full particulars, including Quantitative details and situation of fixed assets, however the same has not been updated.

b) As explained to us, fixed assets have been physically verified by the management at regular intervals although no verification report was provided to us hence we are unable to comment on any material discrepancies noticed on such verification.

ii. a) As informed to us, physical verification of inventory has been conducted by the management at reasonable intervals during the audit year.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of stock followed by the management were found reasonable and adequate in relation to the size of the Company and the nature of its business on the basis management representation for inventory details received.

c) In case of maintaining proper records of Inventories, we like to comment that same are maintained properly as per the available records and representation produced before us.

iii. The Company has not granted any loans to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013 (‘the Act’).

iv. In our opinion and according to the information and explanations given to us by the management, there is adequate internal control system commensurate with the size of the company and nature of its business with regard to purchase of stores, raw materials including components, plant and machinery, equipment and other assets and for sales of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

v. The Company has not accepted any deposits from the public.

vi. As informed to us, the Central Government has prescribed the maintenance of cost records under section 148(1) of the Act. However, Cost Accountant has been appointed and preparation of compliance certificate is ongoing as on the date of the Audit Report.

vii. a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees’ state insurance and duty of excise.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31st March 2015 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no material dues of wealth tax, income tax, sales tax, service tax, duty of customs and cess and value added tax which have not been deposited with the appropriate authorities on account of any dispute.

c) According to the information and explanations given to us, there has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund.

viii. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

ix. The Company has restructured its debts with financial institutions, banks and debenture holders during the year under review and the same was approved by JLF and IEC.

x. According to the information and explanations given to us, the company has given guarantees for loans taken by its subsidiaries from banks and financial institutions, the terms and conditions where of, in our opinion, are not prima-facie prejudicial to the interest of the company.

xi. Based on the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

xii. According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For Vijay. n. tewar & co.(Chartered Accountants)Vijay n. tewarProprietor




Balance Sheetas at 31st March, 2015

Rs. in LacsSch. No. 31/03/2015 31/03/2014

I. equIty anD LIabILItIeS(1) Shareholder's Funds

(a) Share Capital 1 5,814.20 5,814.20 (b) Reserves and Surplus 2 75,142.23 86,717.00 (c) Money received against share warrants 3,407.50 -

(2) Share application money pending allotment(3) non-current Liabilities

(a) Long-Term Borrowings 3 1,05,649.62 67,248.77 (b) Deferred Tax Liabilities (Net) 1,462.00 900.00 (c) Other Long Term Liabilities(d) Long Term Provisions

(4) current Liabilities(a) Short-Term Borrowings 4 82,476.40 60,000.00 (b) Trade Payables 5 6,618.02 11,267.83 (c) Other Current Liabilities 6 15,201.50 40,284.17 (d) Short-Term Provisions 7 2,005.15 2,189.85

total equity & Liabilities 2,97,776.62 2,74,421.81 II. aSSetS

(1) non-current assets(a) Fixed Assets 8

(i) Gross Block 1,29,304.47 1,06,189.03 (ii) Depreciation 17,722.95 13,003.85 (iii) Net Block 1,11,581.52 93,185.18

(b) Non-current investments 9 1,720.69 1,720.69 (c) Deferred tax assets (net) - - (d) Long term loans and advances 10 12,351.55 24,218.41 (e) Other non-current assets 11 - -

(2) current assets(a) Current investments 12 0.60 0.60 (b) Inventories 13 1,07,639.41 1,14,953.70 (c) Trade receivables 14 50,747.78 23,701.43 (d) Cash and cash equivalents 15 6,193.28 9,156.14 (e) Short-term loans and advances 16 7,541.79 7,485.67 (f) Other current assets - -

total assets 2,97,776.62 2,74,421.81 note to accounts 25

Notes attached thereto form an integral part of financial statement. This is the financial statement referred to in our report of even date.

For Vijay. n. tewar & co.(Chartered Accountants)

For & on behalf of the Board of Directors

Vijay n. tewar amit bhatnagar Sumit bhatnagar nishant JavlekarProprietor Managing Director Joint Managing Director Company SecretaryFRN:111422WMembership No. 040676Date : 30th May, 2015Place : Vadodara


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Profit & Loss Accountfor the year ended on 31st March, 2015

Rs. in LacsSch. No. 31/03/2015 31/03/2014

I Revenue from operations 17 2,42,276.10 2,67,429.27 II Other Income 18 1,027.90 658.74 III total Revenue (I +II) 2,43,304.01 2,68,088.01 IV expenses:

Cost of materials consumed 19 2,18,129.53 2,70,560.74 Purchase of Stock-in-TradeChanges in inventories of finished goods, work-in-progress and Stock-in-Trade

20 9,670.46 (35,660.37)

Employee Benefit Expense 21 3,083.01 2,990.04 Financial Costs 22 12,779.56 11,179.79 Depreciation and Amortization Expense 23 5,302.86 3,509.34 Other Administrative Expenses 24 2,349.53 3,311.59

total expenses (IV) 2,51,314.94 2,55,891.14 V Profit before exceptional and extraordinary items and tax (III - IV) -8,010.93 12,196.87 VI Exceptional Items 3,001.34 - VII Profit before extraordinary items and tax (V - VI) (11,012.28) 12,196.87 VIII Extraordinary Items - -IX Profit before tax (VII - VIII) (11,012.28) 12,196.87 X tax expense:

(1) Current tax - 900.00 (2) Deferred tax 562.00 900.00

XI Profit(Loss) from the period from continuing operations (IX-X) (11,574.28) 10,396.87 XII Profit/(Loss) from discontinuing operations - -XIII Tax expense of discounting operations - -XIV Profit/(Loss) from Discontinuing operations (XII - XIII) - -XV Profit/(Loss) for the period (XI + XIV) (11,574.28) 10,396.87 XVI Proposed Dividend - 496.08 XVII Tax on Proposed Dividend - 80.48 XVIII Proposed Dividend (Including Tax) - 576.56XIX Preference share Dividend 0.41 -XX Tax on Preference share Dividend 0.08 -XXI Preference Share Dividend (Including Tax) 0.49 -XXII Surplus Transferred to Balance Sheet (11,574.28) 9,820.31







Cash Flow Statementfor the Year ended on 31st March, 2015

Rs. in LacsaS at 31/03/2015 AS AT 31/03/2014

caSh FLow FRom oPeRatIng actIVItIeSNet profit as per Profit & Loss Account (11,574.77) 10,396.87 adjustment for:Depreciation 5,302.85 3,509.34 Deffered Expenses - -Income Tax 562.00 1,800.00 Interest expenses 12,779.56 11,179.54 Preference dividend/ DDT 0.48 Extra Ordinary items 3,001.34 Interest \ Other income Received (1,027.90) (658.74)

20,618.33 15,830.14 Operating profit before working capital changes 9,043.56 26,227.01 Change in inventories 7,314.29 (30,040.52)Change in receivables (27,046.35) 16,229.59 Changes in Loans and Advances 11,810.74 (3,641.87)Change in other current Assets - -Change in current liabilities (29,355.18) 3,540.56 Net change in working capital (37,276.50) (37,276.50) (13,912.24) (13,912.24)Cash generated from operations (28,232.94) 12,314.77 Direct Taxes Paid (1,146.24) (1,706.20)Flood Loss (3,001.34) (4,147.58) - (1,706.20)

net cash flow from operating activities (32,380.52) 10,608.57 caSh FLow FRom InVeStment actIVItIeSInterest Received 1,027.90 539.48 Prior Period items (Restructuring) - -Increase of fixed assets (23,115.43) (26,460.86)Decrease in Fixed Assets - -Increase of investment - - Loss on Sale of Assets - -

net cash flow used in investing activities (22,087.53) (22,087.53) (25,921.38) (25,921.38)


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Cash Flow Statementfor the Year ended on 31st March, 2015 (Contd.)

Auditor’s Certificate




Rs. in LacsaS at 31/03/2015 AS AT 31/03/2014

caSh FLow FRom FInancIng actIVItIeSProceeds from money received against share warrant 3,407.50 -Proceeds from issue of share capital - 2,093.56 Proceeds from Debt Re-structuring - -Proceeds from Premium - 11,913.16 Increase in Long term loans 38,400.85 27,679.92 Increase in Short term loan 22,476.40 (13,549.04)Decrease in reserve (1,240.21)Interest paid (12,779.56) (11,179.54)Dividend Paid - (496.08)

net cash flow from financing activities 51,505.19 51,505.19 15,221.77 15,221.77 Net increase in cash & cash equivalents (2,962.86) (91.04)Add: Cash & cash equivalents opening 9,156.14 9,247.18 Cash & cash equivalents closing 6,193.28 (2,962.86) 9,156.14 (91.04)

We have examined the above Cash Flow Statement of Diamond Power Infrastructure Ltd ( The Company) for the year ended on March 31st 2015. The statement has been prepared by the company in accordance with the requirements of listing agreements with the stock Exchanges and is based on and in agreements with the corresponding profit and loss account and balance sheet of the Company covered by our report of even date.

For Vijay. n. tewar & co.(Chartered Accountants)Vijay n. tewarProprietorFRN:111422WMembership No. 040676Date : 30th May, 2015Place : Vadodara



Schedules Forming Integral Part of the Balance Sheet as at 31st March, 2015

Rs. in Lacs31/03/2015 31/03/2014

1 ShaRe caPItaL1 authorized capital

8,00,00,000 Shares (6,00,00,000 Shares) of Rs. 10 Each 8,000.00 6,000.00 2 Issued & Subscribed capital

5,46,80,245 (5,46,80,245) Equity Shares of Rs. 10 Each 5,468.02 5,468.02 41,41,500 (Nil) Preference Shares of Rs 10 Each 414.15 414.15

3 Paid up capital5,40,00,495 (5,40,00,495) Equity shares of Rs.10 Each Fully Paid - Up 5,400.05 5,400.05 41,41,500 (Nil) Preference Shares of Rs 10 Each 414.15 414.15

total In 5,814.20 5,814.20

1.2 Shareholders holding more than 5% Equity Shares in the Company as at the end of the year

2014-15 2013-14

Name of Shareholder no of Shares

% of holding as on 31/03/2015

No of Shares

% of Holding as on 31/03/2014

Madhuri Finserve Pvt Ltd 6224550 11.52 8224550 15.23Diamond Infosystems Ltd 3704732 6.86 3704732 6.86Diamond Projects Ltd 1868673 3.46 2942464 5.45Clearwater Capital Partners Cyprus Ltd 1302248 2.41 4330881 8.02Macquarie Bank Ltd 3868606 7.16 3868606 7.16Kotak Mahindra Trusteeship Services Limited-A/C Ko

2944066 5.45 2944066 5.45

1.3 For the period of 5 years immediately preceding the date as at which the balance Sheet is prepared a) Aggregate Number and Class of Shares allocated as fully paid up pursuant to contract(s) without payment have

being received In cash NA b) Aggregate Number and Class of 1,24,02,124 Equity Shares allocated as fully paid up by way of Bonus Shares in FY

2013-14 and 70,15,690 Equity shares allocated as fully paid up by way of bonus share in FY 2009-10 c) Aggregate Number and Class of Shares bought Back NA 1.4 The Company has one class of equity shares having a par value of Rs 10 per share & Preference Shares having per value

of Rs10 per share. Each holder of equity shares is entitled to one vote per share. 1.5 Forfeited Shares The Company had Forfeited 6,79,750 Equity Shares on 29.04.2000 out of Issued Capital of 1,82,50,000 Equity Shares the

forfeited Shares where due to Unpaid Shares calls of Rs. 7 Per.

Rs. in Lacs31/03/2015 31/03/2014

2 ReSeRVe & SuRPLuS1 Capital Reserve 1,784.94 1,784.942 Capital Redemption Reserve3 Securities Premium reserve 30,060.33 30,060.33 4 Debenture Redemption Reserve 6,940.00 6,940.00 5 Preference Shares Premium 7,081.97 7,081.97 6 Revaluation Reserve - - 7 Shares Option Outstanding Account - - 8 Other Reserve - -9 Surplus (Profit & Loss Account) 29,275.00 40,849.77

Balance brought forward from previous year 40,849.77 36,093.11 Less: Tax on Regular Assessment Paid - - Add : Profit for the period (11,574.77) 10,396.87 Less : Bonus Shares - 1,240.21 Less : Debenture Redemption Reserves - 4,400.00 Proposed Dividend (Including Tax) - - Surplus Transfer to Balance Sheet (11,574.77) 4,756.66

total In 75,142.23 86,717.00


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Schedules Forming Integral Part of the Balance Sheet as at 31st March, 2015 (Contd.)

Rs. in Lacs31/03/2015 31/03/2014

3 Long teRm boRRowIngS1 Bonds / Debentures 9,440.00 10,000.00 2 Term Loan

- From Bank (repayable within the One Year) 88,816.69 51,164.50 - From Other Parties

3 Deposit4 Loans & Advances From Related Parties 7,148.18 3,033.185 Long Term Maturities of Finance lease obligation 44.75 33.05 6 Unsecured Loans From Lender - 3,018.047 Other Loans & Advances (Car Loan) 200.00 -

total in 1,05,649.62 67,248.77

notes to be kept below Long term borrowing (A) After Implementation of Restructuring Scheme all the repayment schedule where changed .so the detailed break of Loan and its

repayment Schedule is as mentioned Below: Rs. in Crore

RUPEE TERM LOANSName of The Rupee Term Lenders

Facility A1 (Term Loans For Existing

Operation)

Facility A2 (Term Loan For

Expansion Project)

Facility B1(Undisbursed

Term Loan)

Facility B2 (Addi-tional

Term Loan For

Expansion Project)

Facility B3 (Corporate

Term Loan)

Facility F1 (Working

Capital Term Loan)

Facility E1 (Funded Interest

Term Loan - I)

(On Wctl)

Facility E1 (Funded

Interest Term Loan - I)

(Term Loans For Existing

Operation)

Facility E2 (Funded Interest

Term Loan - II)

Total

LenDeRS:Allahabad Bank - - - - - 49.46 7.25 - - 56.71Axis Bank - 8.08

(8.16)- 18.92 13.56 31.82 4.67 - 2.76 79.81

Bank of Baroda - - - - - 79.80 11.70 - - 91.51Bank of India - 75.03

(64.55)4.97 34.76 11.27 61.02 8.95 - 6.29 202.29

Corporation Bank - 64.24(64.85)

15.76 34.26 - - - - 6.27 120.53

Dena Bank - 46.89(39.93)

3.11 21.69 - - - - 3.93 75.63

ICICI Bank Limited 85.23(81.84)

- - - - 70.11 10.28 12.53 - 178.16

State Bank of Hyderabad - - - - - 16.79 2.46 - - 19.25State Bank of Mysore - 48.24

(42.08)1.76 22.71 - - - - 3.99 76.69

IFCI Limited 50.00(50.00)

- - - - - - 7.35 - 57.35

Export-Import Bank of India (EXIM)

- 65.64(55.96)

4.36 31.25 - - - - 5.55 106.80

Untied up Portion (*) - - - 12.41 - - - - 0.50 12.91total 135.23 308.12 29.96 176.00 24.83 309.00 45.32 19.88 29.30 1,077.63Repayment Schedule To be

repaid in 18 Structured Quarterly

Installments from

30/09/2016 to

31/12/2020

To be repaid in 32 Structured Quarterly

Installments from

31/12/2016 to

31/12/2024


Installments from

31/12/2016 to

30/09/2024


Installments from

31/12/2016 to

30/09/2024


Installments from

31/12/2016 to

30/09/2024


Installments from

31/12/2016 to

30/09/2024


Installments from

30/06/2016 to

31/03/2020


Installments from

30/06/2016 to

31/03/2020


Installments from

30/09/2016 to

30/06/2020

(B) ECB loan (USD 17.63 Mn) INR 104.23 Crores (Previous year INR 104.23 Crores) To be repaid in 22 Structured Quarterly Installments from 28/08/2015 to 31/08/2020

(C) NCD Loan INR 92.40 Crores (Previous year INR 100.00 Crores) To be repaid in 18 Structured Quarterly Installments from 30/09/2016 to 31/12/2020.

(D) Rs 0.44 Crores (Previous Year INR 0.33 Crores) Loans taken for the Vehicles the present rate of interest charged is at 10.83%PA the duration

unsecured Loans Rs 70.19 Crores ( Previous Year INR 27.04 Crores ) are towards contribution from the Promoters’ group for the ongoing expansion

project. and Rs 41.15 Crores are fund received as a promoter contribution as a part of condition of Restructuring Package Under JLF Route and these Loan are Interest free and shall remain interest free till complication of project




Rs. in Lacs31/03/2015 31/03/2014

4 ShoRt teRm boRRowIngS1 Loan Repayable on Demand

- From Bank 82,476.40 60,000.00 Deposits/Installments of Term Loan/DPG - -

2 Loans & Advances From Related Parties - - 3 Deposits - - 4 Others - -

total in 82,476.40 60,000.00

working capital loan from banks ( secured) Rs 824.76 are secured by :a) Hypothecation of Specified Stocks ,specified Book Debts of the company b) Second charge on entire Fixed Assets of the company both present and future c) Additional charge on collateral properties as agreed in Restructuring Package under JLF Consortium

Rs. in Lacs31/03/2015 31/03/2014

5 tRaDeS PayabLetrade Payables:1 Creditor for Goods ( Includes Capital goods ) 3,810.66 7,906.22 2 Creditor for Expenses 2,807.36 3,361.62 3 Creditor Under Letter of Credit - -

total trade Payables 6,618.02 11,267.83

Rs. in Lacs31/03/2015 31/03/2014

6 otheR cuRRent LIabILItIeS1 Duties & Taxes Payable 73.56 535.62 2 Statutory Liability Payable 366.83 322.45 3 Bills Payable 12,549.16 29,296.71 4 Advance from Customer 488.52 8,406.08 5 Other Liabilities Payable 1,723.43 1,723.31

total 15,201.50 40,284.17

Rs. in Lacs31/03/2015 31/03/2014

7 otheR cuRRent LIabILItIeS1 Provision For employees benefit

Employee Dues Payable 127.58 118.99 2 others - -

Provision for Taxation 1,833.11 2,007.63 Deferred Tax Liability - - Provision for Dividend 0.41 - Provision for Dividend Tax 0.08 - Provision for Expenses 43.96 63.23

total 2,005.15 2,189.85


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Rs. in Lacs31/03/2015 31/03/2014

9 non cuRRent InVeStment1 Investment in Property - - 2 Investment in Equity Instrument (Unquoted Shares) 1,670.69 1,670.69 3 Investment in Preference shares - - 4 Investment in Government or Trust Securities - - 5 Investment in Debentures & Bonds - - 6 Investment in Mutual Fund - -

Baroda Pioneer Equity Fund 50.00 50.00 7 Investment in Partnership Firm - - 8 Other - -

total in 1,720.69 1,720.69

Rs. in Lacs31/03/2015 31/03/2014

10 Long teRm LoanS anD aDVanceSI) capital assets - -

a) Secured, Considered Good : 8,337.96 19,114.08 b) Unsecured, Considered Good : - - c) Doubtful - -

II) Security Deposit - - a) Secured, Considered Good : - -

Government Deposits 1.45 1.45 Security Deposit 1,346.86 1,346.49 Earnest Money Deposit 310.74 328.84 Lease Rent 756.08 751.88 Other Deposit 229.29 251.52

b) Unsecured, Considered Good : - - c) Doubtful - -

III) Loans & advances to related parties - - Apex Power Equipments Pvt Ltd 1,230.58 2,306.66 Diamond E.H.V. Conductors 0.04 0.04 Apex Electricals Ltd - - Madhuri Finserve Pvt Ltd - - Maktel Power Ltd 55.13 55.13

IV) other Loans & advances - - Other Advances 83.41 62.33

total in 12,351.55 24,218.41

Rs. in Lacs31/03/2015 31/03/2014

11 otheR non cuRRent aSSetS1 Long term trade Receivables - -

a) Secured, Considered Good - - b) Unsecured, Considered Good - - c) Doubtful - -

2 others - - total in - -


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Rs. in Lacs31/03/2015 31/03/2014

12 cuRRent InVeStment1 Investment in Equity - - 2 Investment in Preference Shares - - 3 Investment in Govt Securities - - 4 Investment in debentures & Bonds - - 5 Investment in Mutual Fund - - 6 Investment in Partnership Firm - - 7 In Short term Fixed Deposits 0.60 0.60

total in 0.60 0.60

Rs. in Lacs31/03/2015 31/03/2014

13 InVentoRIeS1 Raw Material 3,669.17 2,920.26 2 Work-in-Progress 72,061.54 98,800.16 3 Finished Goods 17,535.00 505.33 4 Stock-in-Trade 9,747.99 4,250.32 5 Packaging Material 11.41 9.08 6 Consumable Stores 761.53 478.33 7 Fuel & Gases 19.09 180.57 8 Goods in Transit 234.89 7,751.75 9 Finished Goods- (RM-Bought Out) 3,598.78 57.90

total in 1,07,639.41 1,14,953.70

Rs. in Lacs31/03/2015 31/03/2014

14 tRaDe ReceIVabLeS1 outstanding for less than six months - -

a) Secured, Considered GoodLess than 180 days 41,653.83 19,827.79More than 180 days 9093.96 3,873.64

b) Unsecured, Considered Good - - c) Doubtful - -

2 others - - a) Secured, Considered Good - - b) Unsecured, Considered Good - - c) Doubtful - -

total in 50,747.78 23,701.43

Rs. in Lacs31/03/2015 31/03/2014

15 caSh & caSh equIVaLent1 Cash-in-Hand

Cash Balance 1.92 1.41 Petty Cash Balance - 0.07

Sub total (a) 1.92 1.48 2 Bank Balance 474.96 536.34 3 Margin Money 5,716.39 8,618.32

Sub total (b) 6,191.36 9,154.66 4 Cheques on Hand - -

total in 6,193.28 9,156.14




Rs. in Lacs31/03/2015 31/03/2014

16 ShoRt teRmS LoanS anD aDVanceS1 Loans & advances from related parties - -

a) Secured, Considered Good : - - Advance to Associate Concerns - - Diamond Power Transformer Ltd 688.77 685.47 Diamond Power Global Holdings Ltd 341.25 152.21

b) Unsecured, Considered Good : - - Staff 6.35 6.00 Other Advances 191.63 132.70

c) Doubtful - - 2 others - -

Advance Recoverable in cash or in kind or for value to be considered good - - Advance to Suppliers - -

Advance Income Tax/Refund Due - - Prepaid Expenses 180.66 445.03 PLA 0.14 0.14 Cenvat 4,434.86 3,481.54 Service Tax 1,303.15 2,092.73 Tax Deducted at Source 48.51 42.91 Income Tax 346.47 287.11 Electricity Duty Refund - 2.30 Sales Tax Advance - 157.52 VAT - - Interest - -

total in 7,541.79 7,485.67


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Schedules Forming Part of the Profit & Loss Accounts as at 31st March, 2015 (Contd.)

Rs. in Lacs31/03/2015 31/03/2014

17 ReVenue FRom oPeRatIonS1 Domestic Sales (Exclusive of Excise Duty) 2,41,864.84 2,66,878.34 2 Trading of Goods - - 3 Rent Income 411.27 550.92

total in 2,42,276.10 2,67,429.27

Rs. in Lacs31/03/2015 31/03/2014

18 otheR Income1 Dividend Received 0.01 0.01 2 Interest on FDR - - 3 Interest Received 897.46 567.27 4 Notice Pay Recovered 5.71 4.17 5 Claim Received 38.99 0.00 6 Other Income 85.74 87.29

total in 1,027.90 658.74

Rs. in Lacs31/03/2015 31/03/2014

19 coSt oF mateRIaL conSumeDa) Purchases of Raw materials and Stores 2,13,802.40 2,66,702.34

Sub-total (a) 2,13,802.40 2,66,702.34 b) Direct/Productions expenses

Cartage & Transport 88.14 193.74 Excise Duty Paid 2,191.88 71.27 Calibration Expenses 3.40 3.40 Consumable Stores 301.52 471.23 Conversion/labour charges - - Repair & Maintenance (Plant & Machinery) 3.17 4.66 Factory Expenses 42.29 58.01 Insurance Expenses 157.04 75.24 Guarantee period expenses - - Packing Material 442.25 1,604.88 Detention & Demurrage Charges 28.26 57.53 Diesel for Generator - - Electricity Expenses - - Security Charges - - Survey Charges -- Infrastructure 3.39 4.70 Air Time Charges 1.12 - Transimission Charges (Wind Power) 0.11 - Job Work Charges 74.89 81.96 Workman compensation Premium 13.37 39.00 Power & Fuel Expenses 976.30 1,192.79 Input Disallowed As July Rule .2% & 1% FORM - -

Sub-total (b) 4,327.13 3,858.40 total in 2,18,129.53 2,70,560.74




Rs. in Lacs31/03/2015 31/03/2014

20 change In InVentoRIeS1 Opening Stock of WIP & Finished Goods 99,305.49 63,645.13 2 Closing Stock of WIP & Finished Goods 89,635.03 99,305.49 3 WIP Increase / Decrease Division wise - -

total in 9,670.46 -35,660.37

Rs. in Lacs31/03/2015 31/03/2014

21 emPLoyment beneFIt eXPenSeS1 Bonus 56.95 15.19 2 Director's Remuneration (Net) 296.71 195.97 3 House Rent Allowance 126.74 86.20 4 Leave wages / Salary 0.09 - 6 Medical Allowances 87.36 61.49

Medical Expenses 1.88 0.57 7 Provident Fund Expenses (P.F. & F.P.F) 67.40 48.78 8 Salary & Wages 1,448.04 1,182.24 9 Staff & Labour Welfare 74.07 34.24 10 Labour Contract Charges 877.43 1,328.92 11 Stipend 4.47 1.15 12 Telephone Allowance 41.88 35.31 13 Gratuity Expense - -

total in 3,083.01 2,990.04

Rs. in Lacs31/03/2015 31/03/2014

22 FInancIaL coSt1 Interest on Banking 11,108.79 10,686.21 4 Interest on Other loans 42.54 21.10 5 Bank Charges

(Including LC, Bank Guarantee & Bill Discounting Charges & Others) 485.94 472.47

6 Bank Guarantee Charges 1,142.29 - 7 Gain / Loss Exchange Rate Fluctuation - - 8 Other Interest Paid - - 9 Renewal Charges of Bank CC A/c - -

total in 12,779.56 11,179.79

Rs. in Lacs31/03/2015 31/03/2014

23 DePRecIatIon & amoRtISeD coSt1 Depreciation 4,796.42 3,002.90 2 Preliminary Expenses W/O - - 3 Amortisation Expenses 506.44 506.44

total in 5,302.86 3,509.34


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Rs. in Lacs31/03/2015 31/03/2014

24 otheR aDmInIStRatIVe eXPenSeS1 Audit Fees 18.95 18.30 2 Consultancy Charges 36.98 21.63 3 Conveyance Expenses 20.90 13.72 4 CSR Activities- Donation 5.18 7.04 5 Electricity Expenses 21.16 44.59 6 Legal & Professional charges 334.38 241.15 7 Post, Tele. & Courier Charges 6.95 7.34 8 Exchange Fluctuation - - 9 Rent, Rates & Taxes 193.34 221.22 10 Application Fees 0.05 0.50 11 Repairs & Maintenance Others 118.46 72.01 12 Printing & Stationary Expenses 15.36 14.19 13 Tender fees - - 14 Training Expenses - - 15 Sundry Expenses 45.68 43.75 16 Travelling Expenses 128.25 145.86 17 Vehicles Expenses 191.72 105.39 18 Office Expenses 30.66 190.89 19 Software Expenses 4.39 12.12 20 Insurance Exp ( Car) - - 21 Mis .Expenses 9.21 0.58 22 Service Tax Expenses 40.53 21.57 23 Documentation Charges - - 24 Penalty - - 25 Hospitality Expense 23.43 12.72 26 Loss on Sales of Fixed Asset - 0.76 27 Professional Tax - - 28 Preliminary Exp. Written off - - 29 Foreign Travel (Others) 26.82 16.03 30 House Keeping Expenses 81.29 56.34 31 Sundry Balances Written of (0.29) 2.08 32 Bad Debts - 126.00 33 Advertising Expenses 90.70 72.44 34 Sales Promotion Expenses 74.29 362.24 35 Commission on Sales 38.36 1,481.16 36 Marketing Expenses 792.79 - 37 Deferred Sales Liability - - 38 Income Tax for Prior Period - - 39 Vat /CST - - 40 LD Charges - - 41 Income Tax Paid for prior periods - - 42 Project Expense - - 43 Membership & Subscription - - 44 Freight Outward - - 45 Inspection Expenses - -

total in 2,349.53 3,311.59




25. SIgnIFIcant accountIng PoLIcIeS , contIngent LIabILItIeS anD noteS

a. Statement of Significant accounting Policy 1. Method of Accounting:

The Financial Statements have been prepared on historical cost convention. The Company follows the accrual basis of accounting. The Financial Statements are prepared in accordance with the accounting standards specified in the Companies (Accounting Standards) Rules, 2006 notified by the Central Government in terms of Section 211(3C) of the Companies Act, 1956.

2. Revenue Recognition:

Sales includes inter-divisional transfers, sale of scrap, Sales Outsource Products, Sales related to Engineering Procurement and Contract Services, Excise duty Paid, Value Added tax and Invoices for price escalation as per Contracts with the relevant customers on accrual basis.

3. Fixed Assets:

Fixed Assets are stated at cost less accumulated depreciation up to the year. Expenditure incurred on improvement or replacement, which in the opinion of the management is likely to substantially increase the life of the assets and future benefits from it, is capitalized. Capital expenditure includes advances for assets under erection/installation are being grouped under capital work in progress.

4. Depreciation:

Depreciation was charged on Straight Line basis at rates specified in Schedule XIV the Companies Act.1956. from the year 2014-15 after the amendment of the company’s Act 2013 the Depreciation on the assets are being calculated based on the useful life of the asset. The impact of Such change is to the tune of Rs.17.93 Crs. Additional depreciation debited to P&L account as per the new companies Act 2013.

In the Block of asset of the company, the original asset Block was Put to use in the year 1993, as per the Amended company’s act the useful life of the P&M are over as to the affliction of time, however, regarding the useful ness of the P&M into the production and the present performance of the P&M are yet to be decided by the project Director of the company.

(Rates as Per SLm)Factory buildings 3.17%Plant and machinery 6.33%Office equipment 19.00%Furniture and fixtures 9.50%Vehicles 11.88%Computers 31.67%Electrical instrument 9.50%

5. Expenditure during construction period:

All pre-operative project expenditure (net of income accrued), including interest on borrowings incurred up to the date of installation is capitalized are added pro-rata to the cost of fixed assets. Foundation costs are allocated as certified by management.

6. Investment:

Long-term investments are valued at cost. however the investments in the Non

- Quoted Shares of the other companies are considered at their original cost, further being the Non

- Quoted investments the Market prices are not readily available and due to non-intention of sales of the shares, and based on the tests and assumptions of the management as to the No diminution

In the current value of the same, they are shown in the accounts at their original cost

7. Inventories:

a) Inventories of finished goods are valued at lower of costs or net realizable value inclusive of excise duty. Work in process (including finished stock pending QC inspection) is valued at cost representing material, labour and apportioned overheads as certified by the management. Other inventories are valued at cost. Materials related to Projects under implementation are valued at standard cost.

b) Cost of work-in-progress and finished goods includes material cost, labour cost, and manufacturing overheads absorbed on the basis of normal capacity of production.

8. Provident Fund and Retirement Benefits:

Contribution to Provident Fund is accounted on actual liability basis. Provision for Gratuity and Leave Encashment is made based on actuarial valuation.

9. Excise Duty:

Excise Duty payable on finished goods held as stock in the works is included in the expenditure and in such stocks as per the provisions of Section 145 of the Income tax Act, 1961.

There was an inquiry under section 14 of the Central Excise Act, 1944 in the premises of the Company on 15-09-2014. Pursuant to such inquiry the Central Excise Department has alleged that the Company has wrongly availed the CENVAT credit to the extent of Rs.40.00 crores approximately during the period 2012-13, 2013-14 and 2014-15 (till July, 2014). No show-cause notice under the


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25. SIgnIFIcant accountIng PoLIcIeS , contIngent LIabILItIeS anD noteS (contd.)

provisions of section 11(a) of the Central Excise Act, 1944 has been served upon the Company till date which is sine qua non for the recovery of demand of any short payment or non-payment or wrong availment of CENVAT credit. Since the company holds all the material and evidences to justify its claim of CENVAT credit it is of view that the allegations made by the Excise Department are not tenable in law.

Thus, in absence of such show cause notice as well as non-quantification of the Demand by the Central Excise Department, the company has not acknowledged the said approximate demand and accordingly no provision has been made in the books of account for the same.

10. Amortisation:

Expenditure on Fire Resistant Low Smoke Project (FRLS) & High Sensitivity & High Conductivity Conductors (HSHC) have been amortized over a period of five years. One- fifth portion of the expenses deferred on Aerial Bunch Cable Project (ABC Project) have been charged to the revenue for the financial period.

11. Foreign Currency Transactions:

The Company has no Branch offices outside India. The Foreign currency transaction are recorded on initial recognition in the reporting currency by applying the exchange rate prevailing at the date of transaction .Any Income or Expense on account of exchange rate difference is recognized in the Income and Expenditure Account. The company has an ECB Exposure of USD 17.62 MN the interest on which has been hedged till March 2015; subsequently the Axis Bank has transferred the exposure of USD 8 MN to Bank of India. Further foreign exchange Gain/Loss on the re-statement of the current Assets and Liabilities are calculated based on the RBI exchange rate as of 31/3/2015.

12. Borrowing Costs:

Borrowing costs that are attributable to the acquisition, construction or Production of qualifying assets is capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes a substantial period of time to get ready for its intended use. All other borrowing costs are charged to revenue.

13. Income Tax:

Provision for Current Income Tax is made after considering Company’s claims under the Income Tax Act, 1961 .This Liability is calculated at the applicable tax rate or Minimum Alternate Rate under Section 115JB of the Income Tax Act 1961 as the case may be.

14. Deferred Tax :

Deferred Tax is Calculated at the tax rates and

Laws that have been enacted or substantially enacted as of Balance Sheet date and is recognized on timing differences that originated in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets, subject to consideration of prudence are recognized and carried forward only to the extent that they can be released.

15. Impairment of Assets:

The Company has examined carrying cost of its identified Cash Generating Units (CGU) by comparing present value of estimated future cash flows from such CGUs, in terms of Accounting Standard-28 on impairment of Assets, and in absence of any indication of being potential impairment of Assets, no provision for impairment is required as assets of none of CGUs are impaired during the financial year under consideration.

16 Uses of Estimates:

The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities on the date of financial statements and the reported amount of revenue and expenses during the reporting period. Difference between the actual results and estimates are recognised in the period in which results are known/materialized.

17. Derivative Contracts:

Company as such in the current financial year has not entered into any such Derivative Contracts except the interest on the ECB Loan exposure has been covered by the Interest Rate SWAP contract

18. Operating Cycle:

Assets and liabilities other than those relating to long-term contracts (i.e. supply or turnkey contracts) are classified as current if it is expected to realise or settle within 12 Months after the balance sheet date. In case of long-term contracts, the time between acquisition of assets for processing and realisation of the entire proceeds under the contracts in cash or cash equivalent exceeds one year. Accordingly for classification of assets and liabilities related to such contracts as current, duration of each contract is considered as its operating cycle

19 Financial Restructuring and Rephasement of Debt:

The Company has re-negotiated its entire Debt @ 11 % instead of the existing average cost of borrowings at 13.50%, the lenders have funded all interests cost up to June 2016.The Terms loans & NCD Payments have also been rephrased for payment from June 2016, lenders have provided adequate working capital limits for the current years and have fully funded the expansion project of the company,




20. Legal cases:

The Company has outstanding legal cases wherein there are claim of Rs 1.77 crores against the company, however on same parties the company has claims of Rs 3 crores, in our opinion the companies matters are on strong ground & no financial repercussions on the company.

21. Corporate Guarantee:

The Company has extended a Corporate Guarantees aggregating Rs 1200 Million to the lenders of companies wholly owned subsidiary Diamond Power Transformers Ltd.

Part b notes to accounts1. Contingent Liabilities (a) Letter of Credit opened as on March 31 2015 is Rs

864.29 Million (Previous Year Rs. 1933.09 Million); materials under all letters of credit have been received and accounted for as Creditors. Buyer’s credit opened Rs. Nil Million (Previous Year Rs. 74.76 Million) materials under all Buyers’ credit have been received and accounted for as Creditors.

2. The company has been sanctioned following limits after Restructing

Sanction Limit after Restructing (Rs in Crores)Sl. no.

name of the Lenders working capital

term Lender

ecbLon

corporate Loan

wctL FItLI (wc)

FItL (tL)

FItL II total

1 Allahabad Bank 231.50 49.46 7.25 - 288.212 Axis Bank 135.99 39.41 59.70 13.56 31.82 4.67 - 3.27 288.423 Bank of Baroda 290.83 - - - 79.80 11.70 - 382.344 Bank of India 409.59 114.76 49.60 11.27 61.02 8.95 - 6.29 661.485 Corporation Bank - 114.26 - - - - - 6.27 120.536 Dena Bank 113.45 71.69 - - - - - 3.93 189.077 ICICI Bank Limited 131.87 85.23 - 70.11 10.28 12.53 - 310.028 Indian Overseas Bank 74.81 - - - - - - - 74.819 State Bank of

Hyderabad115.94 - - - 16.79 2.46 - - 135.19

10 State Bank of Mysore 62.02 72.71 - - - - - 3.99 138.7211 IFCI Limited - 50.00 - - - - 7.35 - 57.3512 EXIM Bank of India

(EXIM)- 101.25 - - - - - 5.55 106.80

1,566.00 649.31 109.30 24.83 309.00 45.32 19.88 29.30 2,752.93

(b) Outstanding Inland Bank Guarantees as of March 31, 2015 is Rs. 1397.98 Million (Previous Year Rs.1403.11 Million) and outstanding Foreign Bank Guarantees as of March 31,2015 is $ 3.48 Million ( Previous Year $5.51.Million)

(c) Pending Liabilities of the company which are not acknowledge as Debt:

Income tax demands: Rs. nIL (previous year Rs nil): the company was in settlement commission till the A.Y. 2012-13 for which demand has been quantified and paid, for the A.Y. 2013-14 the regular assessment is to start.

Sales tax/cSt Demands: 2007-08 Rs. 4.36 MN (Appeal Pending in tribunal), 2009-10 Rs. 10.83 MN (Appeals pending at Commissioner level).

excise and Service tax Demands: 5.44 MN show Cause Notice for service tax, pending at Commissioner level

(d) There are no outstanding Claims against the Company except of Rs. 1.77 MN of Sardar Sarovar Narmada Nigam Ltd., in our opinion the companies matters are on strong ground & no financial repercussions on the company



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All the above lender are having the security as mentioned below :

Lenders Security DetailsAll Term Loan, ECBs, WCTL, FITL, NCD and Corporate Loan

1st Pari-passu charge in favour of term lenders by way of mortgage / Hypothecation on all movable/ immovable properties of the company both present & future

2nd Pari-passu charge on the all Current AssetsWorking Capital Facilities 1stPari-passu charge on entire Current Assets of the company

2nd Pari-passu charge in favour of lenders by way of mortgage / Hypothecation on all movable/ immovable properties of the company both present & future

NFB Limits: Cash Margin @ 5% Term Lenders & Working Capital Lenders

Personal Guarantee: Personal Guarantee of Mr. Amit Bhatnagar and Dr. Sumit Bhatnagar, jointly & severally.

(Existing and Proposed)

Corporate Guarantee: Corporate Guarantee of Madhuri Finserve Pvt Ltd and Diamond Projects Limited subject to

applicable laws. (Existing and Proposed)

Pledge: Unencumbered Equity shares of promoter group (1,87,45,449 share) shall be pledged in favour

of all existing lenders. Out of these, power of attorney of 75,55,975 Equity shares is in favour of IFCI which is proposed to be pooled and to be pledged in favour all existing lenders subject to IFCI receiving 1st paripassu charge on fixed assets available with other lenders.

Working Capital Lenders Pledge: Unencumbered Redeemable Cumulative Preference Shares of Diamond Power Infrastructure

Limited aggregating to Rs. 74.96 Crore (41,41,500 Preference Shares of Rs. 10/ share with premium of Rs.171/ share available with promoters’ group companies) to be pledged in favour all existing lenders.

Collateral: 1st Pari-passu charge on by way of EQM of factory land and Industrial shed admeasuring

15,100 Sq Mts. And Construction of 3,000 Sq Mts. valued at Rs. 10.00 Crore owned by Diamond Projects Limited at Village Gardia Ta Savli Dist Vadodara.

1stPari-passu charge by way of residential properties of Flat No 102 and 103 owned by Mr. Amit Bhatnagar and Mr.Sumit Bhatnagar respectively valued at Rs. 1.00 Crore each.


3. Balance confirmation letters were sent out to various debtors and creditors. The confirmation of most of the Debtors and creditors is received.

4. The method of valuation of inventories adopted by the company is in accordance with the requirements of Accounting Standard 2 (Valuation of Inventories and as revised from time to time) issued by the Institute of Chartered Accountants of India.

5. In the opinion of the Management all the current assets, loans and advances and deposits are realizable at value stated in the ordinary course of the business which are at least equal to the amount at which they are stated in the books unless otherwise explicit.

6. Segmental Reporting : The company is primarily engaged in the manufacture

of conductors, cables and selling out- sourced products and EPC Contracts. As the company’s manufacturing facilities are inter woven/ inter- mix due to the nature of its business with the EPC business, it is not possible to directly and specifically attribute or allocate on a

reasonable basis, the expenses, assets & liabilities in different Segments. The segmental Sales product wise are as follows:

(Rs in Millions)

gross Segment Revenue

2014-15 2013-14

Conductor 6,717.89 7389.06Cables (LT & HT) 13,507.84 14857.4Turnkey Project [EPC] &Transmission Tower

4,457.80 5411.67

Total Gross Sales 24,683.53 27,658.14Less: Inter Segment Sales

0 12.51

gross Sales 24683.53 27,645.63Less: Excise Duty 455.92 902.68

net Sales 24227.61 26,742.95




7. Share Holding in Various Companies : The Company holds the following shares 1) Diamond Power Transformers Ltd. 99.60% shares held by DPIL. 2) Diamond Power Global Holding: 100% shares in its Subsidiary are held by DPIL 3) Maktel Power and Maktel Control & Systems Ltd. 40% Shares Held by Diamond Power Transformer

Ltd., further out of the Four Directors on board of Maktel, 2 directors are common in DPIL

8. Related Party Disclosures : (A) Particulars of Associates of the Company:

name of the Related Party nature of Relationship

1 Diamond Project Ltd. Associate company2 Diamond Infosystems

Ltd.Associate company

3 Madhuri Finserve Pvt. Ltd. (Earlier known as Diamond Telecab Pvt. Ltd.)

Associate company

4 Maktel Power Ltd. Associate company5 Diamond Power

Transmission Pvt. Ltd. (Earlier known as Madhuri Power Equipment Pvt. Ltd.)

Associate company

5 Apex Power & Equipments Pvt Ltd.

Associate company

6 Mayfair Spaces Ltd. Associate company7 Apex Electricals Ltd. Associate company8 Maktel Control

& Systems Ltd. (Earlier known as Danke Controls Pvt. Ltd.)

Associate company

9 Ruby Cables Ltd. Associate company

(B) Subsidies Company:

name of the Related Party1 Diamond Power Transformers Ltd2 Diamond Power Global Holdings Ltd

(C) Key Management Personnel and their Relatives

Key management Personnel and their Relatives

nature of Relationship

1 Mr. S.N. Bhatnagar* Chairman2 Mr. Amit Bhatnagar Managing Director3 Mr. Sumit Bhatnagar Jt. Managing

Director*Resigned

(D) Relatives of Key Management Personnel:

Key management Relatives1 Smt Madhurilata Bhatnagar2 Smt Mona Bhatnagar3 Smt Richa Bhatnagar

(E) Enterprise under Significant influence of Key Management Personnel:

Key management Personnel and their Relatives

nature of Relationship

1 Maktel Power Ltd and Maktel Control & Systems Pvt Ltd

Associate Company of DPTL

(f) Summary of the Transaction with related Parties and it’s Associate Companies:

(Rs. In Lacs)Particulars associate Key

management Personnel

Relative of key management

Personnel

ent. under significant

Influence of key mgt. Personnel & their relatives

total

Purchase/ (sales) of Goods 5523.15 Nil Nil Nil 5523.15Receipts/ Rendering of services 33.92 Nil Nil Nil 33.92Rent (Paid)/ Recd. 6.12 31.45 Nil Nil 37.57Advances Recd/(Given) NilDirectors Remuneration Nil 635.25 Nil Nil 635.25Outstanding Receivable as on 31.03.2015

Nil Nil Nil Nil Nil

note: The above information has been determined to the extent such parties have been identified on the basis of information provided by the Company and approved by the Board of Directors of the Company, which has been relied upon by the Auditors. Enterprise under the same management include Wholly Owned Subsidiary Diamond Power Transformers Ltd.



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9. Earnings Per Share (EPS) :

march 31, 2015

march 31, 2014

I Profit computation for both basic and Diluted earnings Per Share of Rs.10 eachNet Loss as per Profit & Loss Account available for Equity Shareholders

(1157.48) (Rs.in

Millions)

1039.69 (Rs in

Millions)

II weighted average number of equity shares for earnings per share computation(A) For Basic Earnings per Share

54,000,495 44,644,093

(B) For Diluted Earnings per Share

54,000,495 44,644,093

No. of shares for Basic EPS as per II AAdd: Weighted Average outstanding Option / Shares deemed to be issued for no considerationNo. of shares for Diluted Earnings per share

54,000,495 44,644,093

III earnings per Share (weighted average)Basic (21.43) 23.29Diluted (21.43) 23.29

10. Dues to micro, small and medium enterprises The Ministry of Micro, Small and Medium Enterprises

has issued an office memorandum dated August 26,

2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allocated

After filing of the Memorandum in accordance with the ‘Micro, Small and Medium Enterprises Development Act, 2006’ (‘the Act’). Accordingly, the disclosure in respect of the amounts payable to such enterprises as at March 31, 2011 has been made in the financial statements based on information received and available with the Company. Detail of the Small Scale Industries (SSI) units which have supplied the materials to the company and to whom the company owes a sum exceeding RS 1.00 Lacs and which is outstanding for more than 30 days is Nil

Note: The above Information regarding Small Scale Industrial undertaking has been determined to the extent such parties has been identified on the basis of information available with the company. The same has been relied upon by the Auditors. To confirm names/figures

11. Sales include an amount of Rs Nil Million (Net of Duty) of inter-unit Transfer (Previous year Rs NIL Million).

12. Aggregate directors’ remuneration is Rs. 29.67 Million (previous year Rs. 19.59 Million. The remuneration of directors is as per the approval accorded by remuneration Committee, shareholders and Central Government as per the provisions of section 311 read with Schedule XIII of the Companies Act, 1956.

13. Aggregate Auditor’s remuneration is fixed at Rs. 1.62 Million (previous year Rs 1.62 Million.

Which includes Rs 1.50 Million as Audit Fees (Previous year Rs 1.50 Millions)?

14. As per Accounting Policy (10) on excise duty, the excise duty payable on finished goods in stocks at works amounting to Rs 218.9 Million (previous year Rs 7.13 Million) has been included in the expenditure and in such stocks. However, the same has no impact on the profit for the year.

15. There are no amounts due and outstanding to be credited to investor Education and Protection Fund.

16. Details of Licensed, Installed Capacities and Production:

goods manufactured Licensed capacity

Installed capacity current year

Production current year12 months

Production Previous year12 months

All Aluminum Alloy Conductors & ACSR Conductor (Excluding Conductors used In Cables)

NA 50500 MTPA. 37,784.45 44,810

LT Electric Power Cables & Control Cables NA 34,300 Kms 29,245.78 33,320 KmsHT Cables NA 5600 Kms 4843.28 5,518 KmsEHV Cables NA 2000 Kms 1340.29 1,527KmsTransmission Towers 48000 MT 45,450 MT 47,374 MT

Consumption of Assorted Wire / Wire rods is not provided, as they are totally consumed in-house for manufacture of conductors. Installed capacity and capacity utilization are as certified by the management and not verified by the auditors being a technical matter. The quantity in Kms. cannot comparable as the weight per Kms of each conductor varies on the cross section area and current carrying capacity. Hence, the production has been shown in Kms. The Quantity are usually taken as per relevant IS standards.





17. Details of Raw Materials Consumed (including captive consumption):

Description of Item

u.o.m quantity For the year

2014-15

quantity For the year

2013-14Aluminium M.Ts. 75641.01 1,01,041Copper M.Ts. 1245 3,347

18. Value of Imported and indigenous Raw Material Consumed and Percentage thereof:

(Rs. In Millions)Raw materials 2014-15 2013-14Imported - 334.60Indigenous 21680.24 26,721.47

19. Particulars of Sales and Stocks:

Item u.o.m opening Stock

Sales closing Stock

Conductors Kms. 2763.29 20242.56 1200.45Cables Kms. 2415.87 36950.00 895.34Transmission Tower

MT 28 44750.00 728

20. Expenditure in Foreign Currency

(Rs. In Millions)Particular 2014-15 2013-14Import on CIF Basis 13.56 747.85Travelling Expenses 3.78 3.13Others (Including Marketing expense at Dubai )

22.26 2.16

21. Income in Foreign currency

(Rs. In Millions)Particular Fob Value

of export2014-15

Fob Value of export2013-14

Exports 35.74 151.42Foreign exchange fluctuation

- 20.22

25. SIgnIFIcant accountIng PoLIcIeS, contIngent LIabILItIeS anD noteS (contd.)

22. Gratuity The company operates one defined plans viz, gratuity for

its employees. Under the gratuity plan every employee who has completed at least 5 years of services gets a gratuity on departure @ 15 days of last drawn salary for each completed year of service.

The following tables summarize the components of net benefit expenses recognized in the statement of Profit & Loss and the liability as per report shown in Balance sheet

Expense Recognized In The Income Statement

(Rs. In Millions)Particular 2014-15 2013-14current service cost 1.82 0.29interest cost 0.74 0.56actural (gain)/losses 1.21 0.28expenses Recognized In P & L

3.77 1.13

Balance Sheet-Benefit Asset/Liability

(Rs. In Millions)Particular 2014-15 2013-14present value of defined benefit obligation

(11.56) (7.92)

fair value of plant asset - -Plan asset Liability (11.56) (7.92)

Changes In The Present Value of Defined Benefit Obligations Are As Follows

(Rs. In Millions)Particular 2014-15 2013-14opening defined benefit obligations

7.92 6.96

interest cost 0.73 0.56current service cost 1.82 0.29benefit paid (0.13) (0.16)actuarial (gain)/losses 1.21 0.28closing Defined benefit obligations

11.56 7.93


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25. SIgnIFIcant accountIng PoLIcIeS, contIngent LIabILItIeS anD noteS (contd.)

23. Bank interest and cost includes the amounts provided towards currency fluctuation towards entire year to calculate the quarter profits such amounts of yearend adjustments are to be excluded.

24. Detail Calculation of Deferred Tax Assets / Liabilities are as under

(Rs. In lacs)Particulars amount In Rs. DtL Dta net Dta/(DtL)

a wDV of Depreciable assets As per IT act 1961 27,596.12 - - -As per Companies Act,1956 42,909.25 - - -Cumulative Diff in Depreciation 15,313.13 - - -Effective Tax rate 0 - - -Deferred tax liability - 5,204.93 - 5,204.93

b Loss for the F.y 2014-15 (11,012.28) - - - Effective Tax rate 34% - - - Deferred tax assets - - (37,430.73) (37,430.73) net Deferred tax assets /Liability - 52,049.31 37,430.73 14,618.58 Carry forward net deferred Tax Liability as

on april 2014- - - 90,000.00

Net Deferred Tax Assets for the year - - - 56,185.80

25. Annual Provision and provisions of expenses related to the commencement of the production from the new facilities resulted in increase in the cost of Q-4 2014-2015, the benefits of which are expected over the next year.

Previous year figures are regrouped /reclassified where ever necessary to make them comparable with the current year.

SIGNATURES TO THE Notes from 1 TO 25 FORMING PART OF THE ACCOUNTS





Diamond Power Transformers Limited



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Annual Report 2014-15 101

IndependentAuditor’s ReportTo the Members of Diamond Power Transformers LimitedVadodara

RepoRt on the Standalone Financial StatementSWe have audited the accompanying standalone financial statements of Diamond Power Transformers Limited (‘the Company’), which comprise the balance sheet as at 31st March 2015, the statement of profit and loss and the cash flow statement for the year ended, and a summary of significant accounting policies and other explanatory information.

management’S ReSponSibility FoR the Standalone Financial StatementSThe Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

auditoR’S ReSponSibilityOur responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2015 and its loss and its cash flows for the year ended on that date.

RepoRt on otheR legal and RegulatoRy RequiRementS 1. As required by the Companies (Auditor’s Report) Order,

2015 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we have give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that: (a) we have sought and obtained all the information


(b) in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) the balance sheet, the statement of profit & loss account and the cash flow statement dealt with by this Report are in agreement with the books of account;

(d) in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) on the basis of the written representations received from the directors as on 31st March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2015 from being appointed as a director in terms of Section 164 (2) of the Act;

and (f) with respect to the other matters to be included in

the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. the Company has disclosed the impact of pending litigations on its financial position in its financial statements; and

ii. the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts

For R.A. AMIN & CO.(Chartered Accountants)Firm’s Registration Number: 100334WCA. Hiren Ravikant Amin

Date : 29th May, 2015 ProprietorPlace : Vadodara Membership number: 111009

tough time never last...

Diamond Power Transformers Limited102


Annexure to the Independent Auditor’s ReportThe Annexure referred to in our Independent Auditors’ Report to the members of the Company on the standalone financial statements for the year ended 31st March 2015, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(ii) As informed to us the stock of finished goods, stores and spare parts and raw material of the Company have been physically verified by the management at reasonable intervals. In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and nature of its business. In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material having regard to the size of the operations of the Company.

(iii) (a) The Company has granted loans to 4 bodies corporate covered in the register maintained under section 189 of the Companies Act, 2013 (‘the Act’).

(b) In the case of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act, the borrowers have been regular in the payment of the interest as stipulated. The terms of arrangements do not stipulate any repayment schedule and the loans are repayable on demand. Accordingly, paragraph 3(iii)(b) of the Order is not applicable to the Company in respect of repayment of the principal amount.

(c) There are no overdue amounts of more than rupees one lakh in respect of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and sale of goods and services. We have not observed any major weakness in the internal control system during the course of the audit.

(v) The Company has not accepted any deposits from the public.

(vi) Based on the information and explanations furnished to us, the maintenance of cost records under Section 148(1) of the Act is applicable to the Company. Cost Accountant has been appointed and preparation of Compliance Certificate is ongoing as on the date of this Audit Report.

(vii) (a) According to the information and explanations

given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees’ state insurance and duty of excise.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31st March 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no material dues of wealth tax, duty of customs and cess which have not been deposited with the appropriate authorities on account of any dispute.


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Annexure to the Independent Auditor’s Report (contd.) (c) According to the information and explanations

given to us, the Company is not required to maintain Investors Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

(viii) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the immediately preceding financial year. The Company has incurred cash losses during the financial year. The Net Worth of the Company is positive as at the end of the financial year.

(ix) In our opinion and according to the information and explanations given to us, there are no continuing defaults in repayment of dues to financial institutions or banks.

(x) In our opinion and according to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised other than amounts temporarily invested pending utilization of the funds for the intended use.

(xii) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For R.A. AMIN & CO.(Chartered Accountants)Firm’s Registration Number: 100334WCA. Hiren Ravikant Amin

Date : 29th May, 2015 ProprietorPlace : Vadodara Membership number: 111009




Balance Sheetas at 31st March, 2015

Rs. in LacsSch. No. 31/03/2015 31/03/2014

i. equity and liabilitieS(1) Shareholder's Funds

(a) Share Capital 1 1,000.00 1,000.00 (b) Reserves and Surplus 2 82.41 5,686.93 (c) Money received against share warrants - -

(2) Share Application money pending allotment - -(3) Non-Current Liabilities

(a) Long-Term Borrowings 3 6,806.58 4,041.62 (b) Deferred Tax Liabilities (Net) - - (c) Other Long Term Liabilities - - (d) Long Term Provisions - -

(4) Current Liabilities(a) Short-Term Borrowings 4 3,576.12 4,028.29 (b) Trade Payables 5 569.57 2,741.57 (c) Other Current Liabilities 6 690.15 3,510.95 (d) Short-Term Provisions 7 82.28 337.26

Total Equity & Liabilities 12,807.12 21,346.62 ii. aSSetS

(1) Non-Current Assets(a) Fixed Assets 8

(i) Gross Block 2,401.22 2,366.88 (ii) Depreciation 616.59 496.67 (iii) Net Block 1,784.63 1,870.21

(b) Non-current investments 9 1,040.00 1,040.00 (c) Deferred tax assets (net) 9A 12.25 - (d) Long term loans and advances 10 1,453.88 1,481.83 (e) Other non-current assets 11 0.16 0.16

(2) Current Assets(a) Current investments 12 118.19 118.19 (b) Inventories 13 3,708.11 6,056.92 (c) Trade receivables 14 3,145.15 8,698.96 (d) Cash and cash equivalents 15 467.05 943.27 (e) Short-term loans and advances 16 1,077.71 1,137.09 (f) Other current assets - -

Total Assets 12,807.12 21,346.62 Note to Accounts 25


For R.A. Amin & Co. (Chartered Accountants)


FRN: 100334W(Hiren R. Amin) Amit Bhatnagar Sumit BhatnagarProprietor Director DirectorM.N. 111009Date : 29th May, 2015Place : Vadodara


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Profit & Loss Accountfor the year ended on 31st March, 2015

Rs. in LacsSch. No. 31/03/2015 31/03/2014

I Revenue from operations 17 32,885.36 50,329.14 II Other Income 18 450.84 116.96 III Total Revenue (I +II) 33,336.21 50,446.10 IV Expenses:

Cost of materials consumed/ Purchase of Stock-in-Trade 19 33,470.26 46,233.17 Changes in inventories of finished goods, work-in-progress and Stock-in-Trade

20 2,334.19 (1,539.66)

Employee Benefit Expense 21 597.85 914.30 Financial Costs 22 1,256.54 1,083.55 Depreciation and Amortization Expense 23 119.92 104.09 Other Administrative Expenses 24 1,175.97 2,744.39

Total Expenses (IV) 38,954.72 49,539.84 V Profit before exceptional and extraordinary items and tax (III - IV) (5,618.52) 906.27 VI Exceptional Items - -VII Profit before extraordinary items and tax (V - VI) (5,618.52) 906.27 VIII Extraordinary Items - -IX Profit before tax (VII - VIII) (5,618.52) 906.27 X Tax expense:

(1) Current tax - 300.00 (2) Deferred tax (Asset) 14.00 -

XI Profit(Loss) from the period from continuing operations (IX-X) (5,604.52) 606.27 XII Profit/(Loss) from discontinuing operations - -XIII Tax expense of discounting operations - -XIV Profit/(Loss) from Discontinuing operations (XII - XIII) - -XV Profit/(Loss) for the period (XI + XIV) (5,604.52) 606.27 XVI Earning per equity share:

(1) Basic - -(2) Diluted - -








Cash Flow Statementfor the Year ended 31st March, 2015

Rs. in LacsAS AT 31/03/2015 AS AT 31/03/2014

CASH FLOw FROM OPERATINg ACTIVITIESNet profit before tax and extra ordinary item (5,618.52) 906.27Adjustment for:Depreciation 119.92 104.09Deffered Expenses /Adjustment 1.75 -Income Tax - (513.86)Interest expenses 1256.54 1083.55Loss on sale of Assets - -Extra Ordinary items - -Interest Received (220.78) (112.22)Interest \ Other income Received/ Excess Provision Reverse (230.04) 927.39 (4.75) 556.81Operating profit before working capital changes (4,691.13) 1,463.08Change in inventories 2,348.81 (1,598.55)Change in receivables 5,553.81 (2,026.23)Changes in Loans and Advances - (229.87)Change in other current Assets 15.70 -Change in current liabilities (5,699.94) 3,668.23Net change in working capital 2,218.38 2,218.38 (186.42) (186.42)caSh geneRated FRom opeRationS Cash Flow from Investment Activities (2,472.76) 1,276.66Direct Taxes Paid (50.24) (50.24) -Cash flow before Extra Ordinary / prior period items - -Interst Recived 220.78 112.22Prior Period items (Restructuring)/ Excess Provision Reverse 231.98 -Net cash flow from operating activity - -Increase of fixed assets 85.59 (215.05)Decrease in Fixed Assets - -Increase( Decrease ) of investment - 262.18Loss on Sale of Assets - -Net cash flow used in investing activities 488.11 488.11 159.35 159.35


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Cash Flow Statementfor the Year ended 31st March, 2015 (Contd.)



caSh Flow FRom Financing activitieSProceeds from issue of share capital(net) - -Proceeds from Debt Re-structuring - -Proceeds from Premium - -(Decrease )Increase in Secured loans 2,764.96 (329.30)Decrease in Others (3.67)Interest paid (1,256.54) (1,083.55)Increase in long term & other borrowing (net)Increase in unsecured loansNet cash flow from financing activities 1,508.43 1,508.43 (1,416.52) (1,416.52)Net increase in cash & cash equivalents (476.22) 19.49Add: Cash & cash equivalents opening 943.27 923.78 Cash & cash equivalents closing 467.05 (476.22) 943.27 19.49




For R.A. Amin & Co. (Chartered Accountants)FRN: 100334W(Hiren R. Amin)ProprietorM.N. 111009Date : 29th May, 2015Place : Vadodara

We have examined the above cash flow statement of Diamond Power Transformers Limited (the ‘Company’) for the year ended 31 March 2015. The statement has been prepared by the company in accordance with the requirements of listing agreements with the stock Exchanges and is based on and inagreements with the corresponding profit and loss account and balance sheet of the Company covered by our report of even date.





Rs. in Lacs31/03/2015 31/03/2014

1 ShaRe capital1 Authorized Capital

1,00,00,000 Equity Shares of Rs. 10 each 1,000.00 1,000.00 2 Issued & Subscribed Capital

1,00,00,000 Equity Shares of Rs. 10 each 1,000.00 1,000.00 3 Paid Up Capital

1,00,00,000 Equity Shares of Rs. 10 each fully paid up 1,000.00 1,000.00 Total 1,000.00 1,000.00

1.1 Reconciliation of number of Equity Shares and amount outstanding at the beginning and at the end of the year2014 - 15 2013 - 14

No of Shares Rs in Lacs No of Shares Rs in Lacs Equity SharesOutstanding at the Beginning of the Year (Face Value Rs 10 each)

1,00,00,000 1,000.00 1,00,00,000 1,000.00

Outstanding at the End of the Year 1,00,00,000 1,000.00 1,00,00,000 1,000.00

1.2 Shareholders holding more than 5% Equity Shares in the Company as at the end of the year2014 - 15 2013 - 14

Name of Shareholder No of Shares


No of Shares


Diamond Power Infrastructure Ltd 99,60,000 99.60 99,60,000 99.60

1.3 For the period of 5 years immediately preceding the date as at which the balance Sheet is prepared a) Aggregate Number and Class of Shares allocated as fully paid up pursuant to contract(s) without payment have being received

In cash NA b) Aggregate Number and Class of Equity Shares allocated as fully paid up by way of Bonus Shares NA c) Aggregate Number and Class of Shares bought Back NA 1.4 The Company has one class of equity shares having a par value of Rs 10 per share. Each holder of equity shares is entitled to one vote

per share. Rs. in Lacs

31/03/2015 31/03/20142 ReSeRve & SuRpluS

1 Capital Reserve - -2 Capital Redemption Reserve - -3 Securities Premium Reserve - -4 Debenture Redemption Reserve - -5 Revaluation Reserve - -6 Shares Option Outstanding Account - -7 Other Reserve - -8 Surplus (Profit & Loss Account) 82.41 5,686.93 9 Balance brought forward from previous year 5,686.93 5,080.66

Less: Tax on Regular Assessment Paid - -Add: Profit/(Loss) for the period (5,604.52) 606.27

Total Rupees 82.41 5,686.93

Rs. in Lacs31/03/2015 31/03/2014

3 long teRm boRRowingS1 Bonds / Debentures - -2 Term Loan

- From Bank (Repayable within the One Year) 3,016.46 250.00 - From Other Parties - -

3 Deferred Payment Liabilities - 1.75 4 Deposit - -5 Loans & Advances From Related Parties 688.76 685.47 6 Long Term Maturities of Finance lease obligation - -7 Unsecured Loans From Lender 3,100.00 3,100.00 8 Other Loans & Advances (Car Loan) 1.36 4.40

Total 6,806.58 4,041.62


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Notes for Subsidiary1. Rs. 61.45 lacs (Previous year Rs.250 lacs) these loans taken from Indian Overseas Bank and are secured by First Pari Passau

Charge on Entire Fixed Assets of the company and repayment of the said loan has started from 30/06/2013 to 31/03/2015.2. Rs. 1355.00 lacs (Previous year Rs.0) these loan taken from UCO Bank as WCTL and are secured by First Pari Passau Charge on

Stock, Book Debts and other current assets of the Company, present and future with Indian Overseas Bank and repayable said loan in 26 structured quarterly installments (at the end of each quarter) Commencing from 31-05-2016 and last installment on 31-08-2022.

16-17 17-18 18-19 19-20 20-21 21-22 22=23 TotalAmt. 1.08 2.03 2.17 2.17 2.44 2.44 1.22 13.55%age 8% 15% 16% 16% 18% 18% 9% 100%

3. Rs. 1600.00 lacs (Previous year Rs.0) these loan taken from Indian Overseas Bank as WCTL and are secured by First Pari Passau Charge on Entire Fixed Assets & movable assets excluding current assets (both Present and future) including specifically plot no 101/B/7,Road No.2, Village Ranoli , Vadodara. And repayment of the said loan shall be in 26 structured quarterly installments. The repayment is proposed at the end of each quarter. Repayment shall begin from the quarter ending 31st May, 2016 and end on 31st August, 2022. The Annual repayment schedule is given below.Name of the Lender FY 17 FY18 FY19 FY20 FY21 FY22 FY23 TotalIOB 1.28 2.40 2.56 2.56 2.88 2.88 1.44 16.00Repayment % 8% 15% 16% 16% 18% 18% 9% 100%No. Quarters 4 4 4 4 4 4 2 26

Unsecured Loan1. Rs. 688.76 Lacs (Previous year Rs. 685.47 lacs) these loans taken from Diamond Power Infrastructure Ltd and the said loan is

repayable on demand.2. Rs. 3100 Lacs ( Previous year Rs.3100 Lacs) these loan taken from NBFC and are secured by First Pari Passau Charge On Fixed

Assets of the Company both present and Future repayment to be paid on 28/03/2015 Rs. in Lacs

31/03/2015 31/03/20144 ShoRt teRm boRRowingS

1 Loan Repayable on Demand- From Bank 3,576.12 4,028.29 - From other parties - -

2 Loans & Advances From Related Parties - - 3 Deposits - - 4 Others - -

Total 3,576.12 4,028.29

Rs. in Lacs31/03/2015 31/03/2014

5 tRade payableTrade Payables:1 Creditor for Goods ( Includes Capital goods ) 497.74 2,667.61 2 Creditor for Expenses 71.84 73.96 3 Creditor Under Letter of Credit - -

Total 569.57 2,741.57

Rs. in Lacs31/03/2015 31/03/2014

6 otheR cuRRent liabilitieS1 Duties & Taxes Payable 75.58 6.01 2 Statutory Liability Payable 21.14 18.45 3 Other Liabilities Payable 593.43 3,486.49

Total 690.15 3,510.95

Rs. in Lacs31/03/2015 31/03/2014

7 ShoRt-teRm pRoviSionS1 Provision For Employees Benefit

Employee Dues Payable 31.70 30.45 2 Others

Provision for Taxation - 301.07 Provision for Dividend - -Provision for Expenses 50.59 5.74

Total 82.28 337.26




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Rs. in Lacs31/03/2015 31/03/2014

9 non cuRRent inveStment1 Investment in Property - - 2 Investment in Equity Instrument (Unquoted Shares) 1,040.00 1,040.003 Investment in Preference shares - - 4 Investment in Government or Trust Securities - - 5 Investment in Debentures & Bonds - - 6 Investment in Mutual Fund - -

Baroda Pioneer Equity Fund - - 7 Investment in Partnership Firm - - 8 Other - -

Total 1,040.00 1,040.00

Rs. in Lacs31/03/2015 31/03/2014

9A DEFERRED TAx ASSETS (NET)Fixed Assets Impact of Diffrence between tax Depreciation and Depreciation/amortization charged for the finacial reporting.

1.75 1.75

Total 1.75 1.75Deferred Tax AssetsFixed Assets Impact of Diffrence between tax Depreciation and Depreciation/amortization

14.00 -

Charged for the finacial reporting. - -Provision for Bonus shares - -Provision for Gratuity - -

Total 12.25

Rs. in Lacs31/03/2015 31/03/2014

10 long teRm loanS and advanceSI) Capital Assets - -

a) Secured, Considered Good : - -b) Unsecured, Considered Good : - - c) Doubtful - -

II) Security Deposita) Secured, Considered Good :

Government Deposits 2.14 0.01Security Deposit - - Earnest Money Deposit 31.91 62.41Lease Rent 138.26 138.26Other Deposit 1.85 1.85


III) Loans & Advances to related partiesApex Power Equipment Pvt Ltd 0.52 0.52Diamond E.H.V. Conductors - - Apex Electricals Ltd 25.01 25.01Madhuri Finserve Pvt Ltd 3.75 3.75

IV) Other Loans & AdvancesOther Advances 1,250.44 1,250.03

Total 1,453.88 1,481.83





Rs. in Lacs31/03/2015 31/03/2014

11 otheR non cuRRent aSSetS1 Long Term Trade Receivables - -


2 Others 0.16 0.16Total 0.16 0.16

Rs. in Lacs31/03/2015 31/03/2014

12 cuRRent inveStment1 Investment in Equity - - 2 Investment in Preference Shares - - 3 Investment in Govt Securities - - 4 Investment in debentures & Bonds - - 5 Investment in Mutual Fund - - 6 Investment in Partnership Firm - - 7 In Short term Fixed Deposits 118.19 118.19

Total 118.19 118.19

Rs. in Lacs31/03/2015 31/03/2014

13 inventoRieS1 Raw Material 232.84 247.46 2 Work-in-Progress 3,473.11 5,805.82 3 Finished Goods 2.16 3.64 4 Stock-in-Trade - -

Packaging Material - - Consumable Stores - - Fuel & Gases - - Goods in Transit - -

Total 3,708.11 6,056.92

Rs. in Lacs31/03/2015 31/03/2014

14 tRade ReceivableS1 Outstanding for less than six months

a) Secured, Considered Good 3,145.15 8,698.96 b) Unsecured, Considered Good - - c) Doubtful - -

2 Others - - a) Secured, Considered Good - - b) Unsecured, Considered Good - - c) Doubtful - -

Total 3,145.15 8,698.96

Rs. in Lacs31/03/2015 31/03/2014

15 caSh & caSh equivalent1 Cash-in-Hand

Cash Balance 1.04 0.40 Petty Cash Balance - -

Sub Total (A) 1.04 0.40 2 Bank Balance 156.11 269.68 3 Margin Money 309.90 673.19

Sub Total (B) 466.01 942.87 4 Cheques on Hand (C) - -

Total [ A + B + C ] 467.05 943.27


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Rs. in Lacs31/03/2015 31/03/2014

16 ShoRt teRmS loanS and advanceS1 Loans & Advances from related parties

a) Secured, Considered Good :Advance to Associate ConcernsDiamond Power Global Holding Ltd - -

b) Unsecured, Considered Good :Staff 18.43 17.19 Other Advances 578.50 558.50

c) Doubtful - - 2 Others

Advance Recoverable in cash or in kind or for value to be considered good Advance to Suppliers / Vendors 94.16 150.69 Advance Income Tax/Refund Due - - Balance With Revenue Authorities - - Prepaid Expenses/Preliminary exps. 21.73 21.73 PLA 0.06 0.07 Cenvat 5.95 124.08 Service Tax 26.39 39.00 Tax Deducted at Source 32.83 32.42 Income Tax - 50.00 VAT - - Prepaid expenses 1.73 0.70 Interest 297.93 142.69

Total 1,077.71 1,137.09

Rs. in Lacs31/03/2015 31/03/2014

17 Revenue FRom opeRationS1 Domestic Sales (Net of Taxes) 32,885.36 50,329.14 2 Export Sale - - 3 Others - -

Total 32,885.36 50,329.14

Rs. in Lacs31/03/2015 31/03/2014

18 otheR income1 Dividend Received - -2 Interest on FDR 11.44 51.14 3 Interest Received 209.34 61.08 4 Notice Pay Recovered 0.68 -5 Claim Received - 0.04 6 Other Income 229.38 4.71

Total 450.84 116.96





Rs. in Lacs31/03/2015 31/03/2014

19 coSt oF mateRial conSumeda) Purchase of Raw Materials & Stores 33,251.56 46,062.53

Sub-total (a) 33,251.56 46,062.53 b) Direct/Productions Expenses

Loading, unloading,Cartage & Transport 17.98 17.22 Excise Duty Paid - - Calibration & Testing Expenses 0.38 0.24 Consumable Stores 50.53 3.94 Convertion / Labour charges - - Repair & Maintenance (Plant & Machinery) 8.43 2.94 Factory Expenses 20.69 42.19 Insurance Expenses 3.07 3.95 Guarantee period expenses - - Packing Materials 0.54 1.62 Detention & Demurrage Charges - - Diesel for Generator - - Electricity Expenses 84.93 70.25 Security Charges 32.15 28.30 Survey Charges -- Infrastructure - - Customs Clearance Charges - - Custom & Clearing Charges - - Interest paid on LC - - Workman compensation Premium - - Power & Fuel Expenses - -

Sub-total (b) 218.70 170.65 Total 33,470.26 46,233.17

Rs. in Lacs31/03/2015 31/03/2014

20 change in inventoRieS1 Opening Stock of WIP & Finished Goods 5,809.46 4,269.80 2 Closing Stock of WIP & Finished Goods 3,475.27 5,809.46

Total 2,334.19 (1,539.66)

Rs. in Lacs31/03/2015 31/03/2014

21 employment beneFit eXpenSeS1 Bonus 6.57 4.48 2 Director's Remuneration (Net) - -3 House Rent Allowance - -4 Leave wages / Salary 1.41 1.01 5 Medical Allowances - -6 Medical Expenses - -7 Provident Fund Expenses (P.F. & F.P.F) 11.42 8.60 8 Salary & Wages 285.00 558.20 9 Staff & Labour Welfare , Training 4.54 2.65 10 Labour Contract Charges 281.31 334.83 11 Stipend/ Retainer Ship 2.77 0.44 12 Telephone Allowance 4.81 4.08

Total 597.85 914.30


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Rs. in Lacs31/03/2015 31/03/2014

22 Financial coSt1 Interest on Cash Credit Facility 684.81 521.41 2 Interest on Term loan 20.48 45.62 3 Interest on Other loans 476.47 477.78 4 Bank Charges

(Including LC, Bank Guarantee & Bill Discounting Charges & Others) 67.63 24.46

5 Bank Gurantee Charges - -6 Other Interest Paid - -7 Renewal Charges of Bank CC A/c 7.14 14.28 8 Bank Charges/Processing fees - -

Total 1,256.54 1,083.55

Rs. in Lacs31/03/2015 31/03/2014

23 depReciation & amoRtiSed coSt1 Depreciation 119.92 103.10 2 Preliminary Expenses W/O - 0.99 3 Amortisation Expenses - -

Total 119.92 104.09

Rs. in Lacs31/03/2015 31/03/2014

24 otheR adminiStRative eXpenSeS1 Audit Fees 11.51 2.74 2 Consultancy Charges 2.17 4.10 3 Conveyance Expenses 7.29 7.76 4 Donation 0.05 0.05 5 Electricity Expenses - - 6 Legal & Professional charges 26.70 30.20 7 Post, Tele. & Courier Charges 0.63 0.64 8 Rent, Rates & Taxes 15.24 21.65 9 Fees, & fess and fines, Interest 7.76 9.31 10 Repairs & Maintenance Others 10.12 8.45 11 Printing & Stationary Expenses 2.10 4.27 12 Tender fees 0.81 2.05 13 Training & recruitment Expenses 0.16 0.31 14 Sundry Expenses - 2.54 15 Travelling Expenses 28.57 25.16 16 Vehicles Expenses 5.43 4.89 17 Office Expenses 1.43 1.27 18 Software Expenses 15.94 27.39 19 Insurance Exp ( Car) 2.69 3.23 20 Mis. Expenses - - 21 Service Tax Expenses 1.74 8.37 22 Documentation Charges - - 23 Penalty - - 24 Hospitality Expense - - 25 Loss on Sales of Fixed Asset - - 26 Professional Tax - -





Rs. in Lacs31/03/2015 31/03/2014

24 otheR adminiStRative eXpenSeS (contd.) 27 E.P.F PAID - - 28 Preliminary Expenses Written off - - 29 Sundry Balances Written off 0.05 - 30 Advertising Expenses - - 31 Sales Promotion Expenses 5.78 6.29 32 Commission on Sales 14.23 8.28 33 Marketing Expenses 84.19 102.56 34 Deferred Sales Liability - - 35 Canteen expenses - - 36 Erp Annual contract - - 37 Gratuity - - 38 Portal Charges - - 39 LD Charges 873.31 - 40 VAT / CST paid 21.54 2,460.35 41 Income Tax Paid for prior periods 36.54 2.51

Total 1,175.97 2,744.39

25 SigniFicant accounting policieS

a. Basis of Preparation The financial statements have been prepared under

the accrual method of accounting on a going concern basis and statements are prepared in accordance with Generally Accepted Accounting Principles (Indian GAAP). Previous years figures have been regrouped / rearranged wherever necessary.

b. Fixed Assets Fixed Assets are stated at cost less accumulated

depreciation. Capital Work in Progress as on 31.03.2015 amounted to

Rs.65794580/-c. Depreciation Depreciation on tangible assets is provided on the

Written Down Value basis over the useful lives of assets estimated by the Management. Depreciation for assets purchased / sold during a period is proportionately charged. Intangible assets are amortized over their respective individual estimated useful lives on a Written Down Value basis, commencing from the date the asset is available to the Company for its use.

d. Impairment of Assets Impairment loss, if any, is provided to the extent, the

carrying amount of assets exceeds their recoverable amount.

e. Valuation of Inventories i) Inventories are valued at lower of cost or net

realizable value on FIFO basis. ii) Raw materials, Stores and spares – includes

purchase price and freight iii) Work in progress – Material cost plus appropriate

share of manufacturing overheads.

iv) Finished Goods – Absorption cost basis and includes material, labour and appropriate overheads.

f. Investments Investments are stated at cost. Provision for diminution

in value on long-term investments is made only if such decline is other than temporary in nature.

g. Revenue Recognition Sale of goods is recognized at the point of dispatch to the

customers. Gross Sales are accounted inclusive of excise duty and sales tax.

h. Expenses All expenses booked on accrual basis. Any deduction

by customers on account of contractual deductions is worked out in each year and debited to Profit & Loss A/c.

i. The Company is executing the following contracts with GEB, under Penalty.

Order No: 3442, 3462, 435, 3403, 18, 1996, 3864, 2473, 407, 405, 406, 417, 420, 421, 422, 596, 597, 703, 2684, 3442, 3428, 3494, 863, 2403, 2275, 3141, 3079, 2327, 3315, 15981, 15973, 9888, 9887, 19287, 12417 Since all the deliveries are beyond the scheduled delivery period. The company has not been able to claim PV aggregating Rs. 35.32 crores in event of order delivery date being extended the company shall have the claim from the customers.

NOTES ON ACCOUNTS1. Corresponding figures of the previous year have been

regrouped wherever necessary.2. There are no Contingent liabilities as at the date of

the Balance Sheet. Total Amount of unexpired Bank Guarantee (66 numbers) as on 31.03.2015 amounts to Rs. 127603711/-.


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25 SigniFicant accounting policieS

3. No Deferred Tax Asset is recognised for the current year in respect of depreciation, considering the Principle of Prudence. However, the position will be reviewed every year.

4. The balance of advances, debtors and creditors are taken on the basis of book figures and are subject to confirmation. However, in the opinion of the Board, Current Assets, Loans and Advances have a value on realization in the ordinary course of business at least equal to the amount at which they are stated. The provision made in the accounts for depreciation and for all other known liabilities is considered adequate and not in excess of the amounts reasonably necessary.

5. Under the Micro, Small and Medium Enterprise Development Act, 2006, which came into effect from October 2, 2006, certain disclosures are required to be made relating to Micro, Medium and Small Enterprises. Based on the information available with the Company, there are no Creditors as on 31st March 2015 registered under the MSMED Act, 2006.

6. Value of Imports on CIF Basis - Rs. NIL7. Earnings in Foreign Exchange - Rs. NIL8. Expenditure in Foreign Currency - Rs. NIL9. Related Party Disclosures As identified by the company and relied upon, the related parties are as follows:- Name of the related party Relationship Key Management Personnel ** Mr. Amit Bhatnagar Director Mr. Sumit Bhatnagar Director Mr. Jayramrao Marathe Director Relatives of Key Management Personnel ** Smt. Madhurilata Bhatnagar, Smt. Mona Bhatnagar, Smt. Richa Bhatnagar Associate Companies / Firm Maktel Power Limited and Maktel Control & Systems Pvt Ltd ** No transactions have been entered into with any of the Key Mangement Personnel’s of their relatives during the year. generic Names of Principal Products / Services of Company (as per Monetary terms) Item Code No. (ITC Code) Product Description -- Power and Distribution Transformers -- Cables, Conductors and Allied Electrical Items * Generic Codes are not allotted to the products manufactured

SIGNATURES to the notes from 1 to 25 forming part of AccountsAs per our report and even date.





Diamond Power Infrastructure LimitedConsolidated Financial Statements




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IndependentAuditor’s ReportTo,The members ofDiamond Power Infrastructure Ltd.

RepoRt on the Financial StatementS We , M/s. Vijay N Tewar & Co. Chartered Accountants, the statutory auditor of Diamond Power Infrastructure Ltd (the “Company”) have examined the attached consolidated Financial Statements of the Company and its subsidiaries - Diamond Power Transformers Ltd & Diamond Power Global Holdings Limited (collectively referred to as “the Group”) as at March 31, 2015 and the consolidated statements of profit and loss and cash flows for the year ended on March 31, 2015 and the related financial statements schedules (the “Audited Consolidated Financial Statements) These Audited Consolidated Financial Statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these Audited Consolidated Financial Statements based on our examination.

management’S ReSponSibility FoR the Financial StatementS The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these Consolidated financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

auditoR’S ReSponSibility Our responsibility is to express an opinion on these Consolidated Financial Statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls.

An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Consolidated financial statements.

opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Consolidated Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015 and its profit and its cash flows for the year ended on that date subject to our Report as under:

RepoRt on otheR legal and RegulatoRy RequiRementS 1. As required by the Companies (Auditor’s Report) Order,

2015 (lithe Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that: a) We have sought and obtained all the information


b) in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the aforesaid Consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;




IndependentAuditor’s Report (Contd.) e) on the basis of the written representations received

from the directors as on 31 March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

f) with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigation on its financial Position - Refer Note 9 of Part A of Notes to accounts;

ii. The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise; and

iii. There has not been an occasion in case of the Company during the year under report to transfer any sums to the investor Education and Protection Fund. The question of delay in transferring such sums does not arise.

For Vijay. N. Tewar & Co.(Chartered Accountants)Vijay N. TewarProprietor




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Annexure to Auditor’s ReportThe Annexure referred to in our Independent Auditors’ Report to the members of the Company on the Consolidated financial statements for the year ended on March 31, 2015, we report that: i. a) The Company has maintained proper records

showing full particulars, including Quantitative details and situation of fixed assets, however the same has not been updated.

b) As explained to us, fixed assets have been physically verified by the management at regular intervals although no verification report was provided to us hence we are unable to comment on any material discrepancies noticed on such verification.

ii. a) As informed to us, physical verification of inventory has been conducted by the management at reasonable intervals during the audit year.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of stock followed by the management were found reasonable and adequate in relation to the size of the Company and the nature of its business on the basis management representation for inventory details received.

c) In case of maintaining proper records of Inventories, we like to comment that same are maintained properly as per the available records and representation produced before us.

iii. The Company has not granted any loans to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013 (‘the Act’).

iv. In our opinion and according to the information and explanations given to us by the management, there is adequate internal control system commensurate with the size of the company and nature of its business with regard to purchase of stores, raw materials including components, plant and machinery, equipment and other assets and for sales of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

v. The Company has not accepted any deposits from the public.

vi. As informed to us, the Central Government has prescribed the maintenance of cost records under section 148(1) of the Act. However, Cost Accountant has been appointed and preparation of compliance certificate is ongoing as on the date of the Audit Report.

vii. a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of

undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees’ state insurance and duty of excise.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at March 31, 2015 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no material dues of wealth tax, income tax, sales tax, service tax, duty of customs and cess and value added tax which have not been deposited with the appropriate authorities on account of any dispute.

c) According to the information and explanations given to us, there has not been an occasion in case of the Company during the year under report to transfer any sums to the investor Education and Protection Fund.

viii. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

ix. The Company has restructured its debts with financial institutions, banks and debenture holders during the year under review and the same was approved by JLF and IEC.

x. According to the information and explanations given to us, the company has given guarantees for loans taken by its subsidiaries from banks and financial institutions, the terms and conditions whereof, in our opinion, are not prima-facie prejudicial to the interest of the company.

xi. Based on the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

xii. According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For Vijay. N. Tewar & Co.(Chartered Accountants)Vijay N. TewarProprietor





Consolidated Balance Sheetas on 31st March 2015

Rs. in LacsSch. No. 31/03/2015 31/03/2014

i. equity and liabilitieS(1) Shareholder's Funds

(a) Share Capital 1 5,814.20 5,814.20 (b) Reserves and Surplus 2 75,589.02 93,234.28 (c) Money received against share warrants 3,407.50 -

(2) Share Application money pending allotment - - (3) Non-Current Liabilities

(a) Long-Term Borrowings 3 1,13,548.02 71,288.64 (b) Deferred Tax Liabilities (Net) 1,462.00 901.75 (c) Other Long Term Liabilities - - (d) Long Term Provisions - -

(4) Current Liabilities(a) Short-Term Borrowings 4 87,887.39 64,028.29 (b) Trade Payables 5 9,571.40 14,009.41 (c) Other Current Liabilities 6 16,688.37 43,795.12 (d) Short-Term Provisions 7 2,158.80 2,527.10

Total Equity & Liabilities 3,16,126.70 2,95,598.78 ii. aSSetS

(1) Non-Current Assets(a) Fixed Assets 8

(i) Gross Block 1,33,862.09 1,09,386.26 (ii) Depreciation 18,580.11 13,500.52 (iii) Net Block 1,15,281.98 95,885.74

(b) Non-current investments 9 1,223.46 1,760.69 (c) Deferred tax assets (net) 15.81 - (d) Long term loans and advances 10 13,854.05 25,700.24 (e) Other non-current assets 11 0.16 0.16 (2) Current Assets

(a) Current investments 12 119.79 118.79 (b) Inventories 13 1,13,056.91 1,21,010.62 (c) Trade receivables 14 56,559.36 32,400.39 (d) Cash and cash equivalents 15 7,192.10 10,099.41 (e) Short-term loans and advances 16 8,823.09 8,622.75 (f) Other current assets - -

Total Assets 3,16,126.70 2,95,598.78 Note to Accounts 25


For Vijay. N. Tewar & Co.(Chartered Accountants)


Vijay N. Tewar Amit Bhatnagar Sumit Bhatnagar Nishant JavlekarProprietor Managing Director Joint Managing Director Company SecretaryFRN:111422WMembership No. 040676Date : 30th May, 2015Place : Vadodara



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Consolidated Profit & Loss Accountfor the year ended 31st March 2015

Rs. in LacsSch. No. 31/03/2015 31/03/2014

I Revenue from operations 17 2,83,444.39 3,17,758.41II Other Income 18 1565.10 775.71III Total Revenue (I +II) 2,85,009.49 3,18,534.11IV Expenses:

Cost of materials consumed 19 2,59,468.05 3,16,793.92Purchase of Stock-in-TradeChanges in inventories of finished goods, work-in-progress and Stock-in-Trade

20 12,243.68 (37,200.03)

Employee Benefit Expense 21 4,229.41 3,904.34Financial Costs 22 14,558.26 12,263.34Depreciation and Amortization Expense 23 5,593.05 3,613.42Other Administrative Expenses 24 3,810.43 6,055.98

Total Expenses (IV) 2,99,902.88 3,05,430.97V Profit before exceptional and extraordinary items and tax (III - IV) (14,893.39) 13,103.14VI Exceptional Items 3,001.34 -VII Profit before extraordinary items and tax (V - VI) (17,894.73) 13,103.14VIII Extraordinary Items - -IX Profit before tax (VII - VIII) (17,894.73) 13,103.14X Tax expense:

(1) Current tax - 1,110.00(2) Deferred tax 548.00 900.00

XI Profit(Loss) from the period from continuing operations (IX-X) (18,442.73) 11,093.14XII Profit/(Loss) from discontinuing operations - -XIII Tax expense of discounting operations - -XIV Profit/(Loss) from Discontinuing operations (XII - XIII) - -XV Profit/(Loss) for the period (XI + XIV) (18,442.73) 11,093.14XVI Proposed Dividend - 496.08 XVII Tax on Proposed Dividend - 80.48 XVIII Proposed Dividend (Including Tax) - 576.56XIX Preference share Dividend 0.41 -XX Tax on Preference share Dividend 0.08 -XXI Preference Share Dividend (Including Tax) 0.49 -XXII Surplus Transferred to Balance Sheet (18,443.22) 10,516.58








Consolidated Cash Flow Statementfor the Year ended 31st March 2015


caSh Flow FRom opeRating activitieSNet profit as per Profit & Loss Account (17,193.29) 11,303.14 Adjustment for: Depreciation 5,422.77 3,613.43 Deffered Expenses 1.75 - Income Tax 562.00 1,286.14 Interest expenses 14,036.10 12,263.09 Preference dividend/ DDT 0.48 - Extra Ordinary items 3,001.34 - Interest \ Other income Received (1,478.72) 21,545.72 (775.70) 16,386.95

Operating profit before working capital changes 4,352.43 27,690.09 Change in inventories 9,663.10 (31,639.07) Change in receivables (21,492.54) 14,203.36 Changes in Loans and Advances 11,810.74 (3,871.74) Change in other current Assets 15.70 - Change in current liabilities (35,055.12) 7,208.79 Net change in working capital (35,058.12) (14,098.66) Cash generated from operations (30,705.70) 13,591.43 Direct Taxes Paid (1,196.48) (1,706.20) Flood Loss (3,001.34) -

Net Cash flow from operating Activities (4,197.82) (1,706.20) Cash Flow from Investment Activities (34,903.52) 11,885.23

Interest Received 1,248.68 651.70 Prior Period items (Restructuring) 231.98 - Increase of fixed assets (23,029.84) (26,675.91) Decrease in Fixed Assets - - Increase of investment - 262.18 Loss on Sale of Assets - -

Net cash flow used in investing activities (21,549.18) (25,762.03)



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Consolidated Cash Flow Statementfor the Year ended 31st March 2015 (Contd.)






caSh Flow FRom Financing activitieS Proceeds from money received against share warrant 3,407.50 - Proceeds from issue of share capital - 2,093.56 Proceeds from Debt Re-structuring - - Proceeds from Premium - 11,913.16 Increase in Long term loans 41,165.81 27,350.62 Increase in Short term loan 22,476.40 (13,549.04) Decrease in reserve - (1,240.21) Interest paid (14,036.10) (12,263.09) Increase in long term & other borrowing (net) - - Dividend Paid - (496.08) Decrease in others - (3.67)

Net cash flow from financing activities 53,013.61 13,805.25 Net increase in cash & cash equivalents (3,439.09) (71.55)

Add: Cash & cash equivalents opening 10,099.41 10,170.96 Cash & cash equivalents closing 6,660.33 (3,439.08) 10,099.41 (71.55)

We have examined the above Consolidated Cash Flow Statement of Diamond Power Infrastructure Ltd (The Company) for the year ended on March 31st 2015. The statement has been prepared by the company in accordance with the requirements of listing agreements with the stock Exchanges and is based on and in agreements with the corresponding profit and loss account and balance sheet of the Company covered by our report of even date.

For Vijay. N. Tewar & Co.(Chartered Accountants)Vijay N. TewarProprietorFRN:111422WMembership No. 040676Date : 30th May, 2015Place : Vadodara





Rs. in Lacs31/03/2015 31/03/2014

1 ShaRe capital1 Authorized Capital

80000000 Shares (60000000 Shares) of Rs. 10 Each 8,000.00 6,000.002 Issued & Subscribed Capital

54680245 (54680245 ) Equity Shares of Rs. 10 Each 5,468.02 5,468.024141500 (nil) Prefrence Shares of Rs 10 each @premiuim 414.15 414.15

3 Paid Up Capital54000495 (54000495) Equity Shares of Rs. 10 Each Fully Paid - Up 5,400.05 5,400.054141500 (nil) Prefrence Shares of Rs 10 each @premiuim 414.15 414.15

Total In 5,814.20 5,814.20

1.2 Shareholders holding more than 5% Equity Shares in the Company as at the end of the year2014-15 2013-14

Name of Shareholder No of Shares


No of Shares


Madhuri Finserve Pvt Ltd 6224550 11.52 8224550 15.23Diamond Infosystems Ltd 3704732 6.86 3704732 6.86Diamond Projects Ltd 1868673 3.46 2942464 5.45Clearwater Capital Partners Cyprus Ltd 1302248 2.41 4330881 8.02Macquarie Bank Ltd 3868606 7.16 3868606 7.16Kotak Mahindra Trusteeship Services Limited-A/C Ko

2944066 5.45 2944066 5.45

1.3 For the period of 5 years immediately preceding the date as at which the balance Sheet is prepared a) Aggregate Number and Class of Shares allocated as fully paid up pursuant to contract(s) without payment have

being received In cash NA b) Aggregate Number and Class of 1,24,02,124 Equity Shares allocated as fully paid up by way of Bonus Shares in FY

2013-14 and 70,15,690 Equity shares allocated as fully paid up by way of bonus share in FY 2009-10 c) Aggregate Number and Class of Shares bought Back NA 1.4 The Company has one class of equity shares having a par value of Rs 10 per share & Preference Shares having per value

of Rs10 per share. Each holder of equity shares is entitled to one vote per share. 1.5 Forfeited Shares The Company had Forfeited 6,79,750 Equity Shares on 29.04.2000 out of Issued Capital of 1,82,50,000 Equity Shares the

forfeited Shares where due to Unpaid Shares calls of Rs. 7 Per.

Rs. in Lacs31/03/2015 31/03/2014

2 ReSeRve & SuRpluS1 Capital Reserve 1,784.94 1,784.942 Capital Redemption Reserve - -3 Securities Premium reserve 30,060.33 30,060.334 Debenture Redemption Reserve 69,40.00 6,940.005 Preference Shares Premuium 7,081.97 7,081.975 Revaluation Reserve - -6 Shares Option Outstanding Account - -7 Other Reserve 0.00 0.008 Surplus (Profit & Loss Account) 29,721.79 47,367.05

Balance brought forward from previous year 48,165.11 42,004.12Less: Tax on Regular Assessment Paid - -Add : Profit for the period (18,443.32) 11,003.14Less : Bonus Shares - 1,240.21Less : Debenture Redemption Reserves - 4,400.00Proposed Dividend (Inculding Tax) - -Surplus Transfer to Balance Sheet (18,443.32) 5,362.93

Total of Reserves and Surplus 75,589.02 93,234.28



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Rs. in Lacs31/03/2015 31/03/2014

3 long teRm boRRowingS1 Bonds / Debentures 9,440.00 10,000.00 2 Term Loan - -

- From Bank ( repayable within the One Year ) 92,157.97 51,414.50 - From Other Parties - -

3 Deposit - - 4 Loans & Advances From Related Parties 8,392.47 3,718.65 5 Long Term Maturities of Finance lease obligation 44.75 33.05 6 Unsecured Loans From Lender 3,286.64 6,118.04 7 Other Loans & Advances 226.18 4.40

Total in 1,13,548.02 71,288.64

Rs. in Lacs31/03/2015 31/03/2014

4 ShoRt teRm boRRowingS1 Loan Repayable on Demand

- From Bank 87,887.39 64,028.29 Deposits/Installments of Term Loan/DPG - -

2 Loans & Advances From Related Parties - -3 Deposits - -4 Others - -

Total in 87,887.39 64,028.29

Rs. in Lacs31/03/2015 31/03/2014

5 tRadeS payableTrade Payables:1 Creditor for Goods (Includes Capital goods) 6,657.52 10,573.83 2 Creditor for Expenses 2,913.89 3,435.58 3 Creditor Under Letter of Credit - -

Total Trade Payables 9,571.40 14,009.41

Rs. in Lacs31/03/2015 31/03/2014

6 otheR cuRRent liabilitieS1 Duties & Taxes Payable 184.54 541.63 2 Statutory Liability Payable 387.97 340.90 3 Bills Payable 13,896.01 32,783.20 4 Advance from Customer 488.52 8,406.08 5 Other Liabilities Payable 1,731.33 1,723.31

Total 16,688.37 43,795.12

Rs. in Lacs31/03/2015 31/03/2014

7 ShoRt teRm pRoviSionS1 Provision For Employees Benefit

Employee Dues Payable 192.48 149.44 2 Others

Provision for Taxation 1,833.11 2,308.69 Deferred Tax LiabilityProvision for Preference Shares Dividend 0.41 - Provision for Preference Share Dividend Tax 0.07 - Provision for Expenses 132.73 68.97

Total 2,158.80 2,527.10




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Rs. in Lacs31/03/2015 31/03/2014

9 non cuRRent inveStment1 Investment in Property2 Investment in Equity Instrument (Unquoted Shares) 1,173.46 1,710.693 Investment in Preference shares - -4 Investment in Government or Trust Securities - -5 Investment in Debentures & Bonds - -6 Investment in Mutual Fund - -

Baroda Pioneer Equity Fund 50.00 50.007 Investment in Partnership Firm - -8 Other - -

Total in 1,223.46 1,760.69

Rs. in Lacs31/03/2015 31/03/2014

10 long teRm loanS and advanceSI) Capital Assets

a) Secured, Considered Good : 8,337.96 19,114.08 b) Unsecured, Considered Good : - - c) Doubtful - -

II) Security Deposita) Secured, Considered Good :

Government Deposits 3.59 1.46 Security Deposit 1,346.86 1,346.49 Earnest Money Deposit 365.74 391.25 Lease Rent 894.34 890.14 Other Deposit 237.62 253.37


III) Loans & Advances to related partiesApex Power Equipment Pvt Ltd 1,231.10 2,307.18 Diamond E.H.V. Conductors 0.04 0.04 Apex Electricals Ltd 25.01 25.01 Diamond Tel Cab Pvt Ltd 3.75 3.75 Maktel Power 55.13 55.13

IV) Other Loans & Advances - -Other Advances 1,352.92 1,312.35

Total in 13,854.05 25,700.24

Rs. in Lacs31/03/2015 31/03/2014

11 otheR non cuRRent aSSetS1 Long Term Trade Receivables - -


2 Others 0.16 0.16 Total in 0.16 0.16





Rs. in Lacs31/03/2015 31/03/2014

12 cuRRent inveStment1 Investment in Equity - - 2 Investment in Preference Shares - - 3 Investment in Govt Securities - - 4 Investment in debentures & Bonds - - 5 Investment in Mutual Fund - - 6 Investment in Partnership Firm - - 7 In Short term Fixed Deposits 119.79 118.79

Total in 119.79 118.79

Rs. in Lacs31/03/2015 31/03/2014

13 inventoRieS1 Raw Material 4,970.33 3,167.71 2 Work-in-Progress 76,175.72 1,04,605.98 3 Finished Goods 17,537.16 508.97 4 Stock-in-Trade 9,747.99 4,250.32 5 Packaging Material 11.41 9.08 6 Consumable Stores 761.53 478.33 7 Fuel & Gases 19.09 180.57 8 Goods in Transit 234.89 7,751.75 9 Finished Goods- (RM-Bought Out) 3,598.78 57.90

Total in 1,13,056.91 1,21,010.62

Rs. in Lacs31/03/2015 31/03/2014

14 tRade ReceivableS1 Outstanding for less than six months

a) Secured, Considered Good : 4,572.26 32,400.39 Less Than 180 days 41,653.82 - More than 180 days 9,093.96 -

b) Unsecured, Considered Good 838.23 - c) Doubtful - -

2 Othersa) Secured, Considered Good 401.09 - b) Unsecured, Considered Good - - c) Doubtful - -

Total in 56,559.36 32,400.39



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Rs. in Lacs31/03/2015 31/03/2014

15 caSh & caSh equivalent1 Cash-in-Hand

Cash Balance 10.95 1.41 Petty Cash Balance - 0.47

Sub Total (A) 10.95 1.88 2 Bank Balance 786.46 806.02 3 Margin Money 6,394.69 9,291.50

Sub Total (B) 7,181.15 10,097.53 4 Cheques on Hand - -

Total in 7,192.10 10,099.41

Rs. in Lacs31/03/2015 31/03/2014

16 ShoRt teRmS loanS and advanceS1 Loans & Advances from related parties - -

a) Secured, Considered Good : - - Advance to Associate Concerns - - Diamond Power Transformer 688.77 685.47 Diamond Global Holding Pvt Ltd 341.25 152.21

b) Unsecured, Considered Good : - - Staff 32.77 23.19 Other Advances 830.36 691.91

c) Doubtful - - 2 Others - -

Advance Recoverable in cash or in kind or for value to be considered good - - Advance to Suppliers 94.16 150.69

Advance Income Tax/Refund Due - - Prepaid Expenses 204.12 466.76 PLA 0.20 0.21 Cenvat 4,489.88 3,605.62 Service Tax 1,347.52 2,131.73 Tax Deducted at Source 95.12 75.33 Income Tax 374.74 337.11 Electricity Duty Refund - 2.30 Sales Tax Advance - 157.52 VAT 24.38 - Interest 299.82 142.69

Total in 8,823.09 8,622.75




Schedules Forming Part of the Profit & Loss Accounts as at 31st March , 2015 (Contd.)

Rs. in Lacs31/03/2015 31/03/2014

17 Revenue FRom opeRationS1 Domestic Sales (Exclusive of Excise Duty) 2,82,678.93 3,03,684.882 Trading of Goods 120.94 13522.603 Rent Income 644.52 550.92

Total in 2,83,444.39 3,17,758.41

Rs. in Lacs31/03/2015 31/03/2014

18 otheR income1 Dividend Received - 51.142 Interest on FDR 933.76 628.353 Interest Received 215.05 4.174 Notice Pay Recovered 39.67 0.045 Claim Received 376.61 92.006 Other Income 376.61 92.00

Total in 1,565.10 775.71

Rs. in Lacs31/03/2015 31/03/2014

19 coSt oF mateRial conSumeda) Purchases of Raw Materials and Stores 2,54,450.83 3,12,764.87

Sub-total (a) 2,54,450.83 3,12,764.87b) Direct/Productions Expenses

Cartage & Transport 117.41 210.96 Excise Duty Paid 2,193.19 71.27 Calibration Expenses 115.91 3.64 Consumable Stores 352.05 475.17 conversion/labour charges 259.38 - Repair & Maintenance (Plant & Machinery) 17.07 7.60 Factory Expenses 78.37 100.21 Insurance Expenses 165.29 79.19 Guarntee period expenses - - Packing Material 442.79 1606.50 Detention & Demurrage Charges 28.26 57.53 Diesel for Generator - - Electricity Expenses 112.44 70.25 Security Charges 53.20 28.30 Survey Charges -- Infrastructure 3.39 4.70 Air Time Charges 1.12 - Transimission Charges (Wind Power) 0.11 - Job WOrk Charges 74.89 81.96 Workman compensation Premium 13.37 39.00 Power & Fuel Expenses 980.67 1,192.79Input Dissallowed As July Rule .2% & 1% FORM 8.30 -

Sub-total (b) 5,017.21 4,029.05Total in 2,59,468.05 3,16,793.92



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Rs. in Lacs31/03/2015 31/03/2014

20 change in inventoRieS1 Opening Stock of WIP & Finished Goods 1,05,995.05 67,914.932 Closing Stock of WIP & Finished Goods 93,751.37 1,05,114.953 WIP Increase / Decrease Division wise - -

Total in 12,243.68 (37,200.03)

Rs. in Lacs31/03/2015 31/03/2014

21 employment beneFit eXpenSeS1 Bonus 66.92 19.672 Director's Remuneration (Net) 319.60 195.973 House Rent Allowance 126.74 86.204 Leave wages / Salary 17.36 1.016 Medical Allowances 87.36 61.49

Medical Expenses 1.88 0.577 Provident Fund Expenses (P.F. & F.P.F) 83.79 57.388 Salary & Wages 2,223.67 1,740.449 Staff & Labour Welfare 87.36 36.8910 Labour Contract Charges 1,158.74 1,663.7511 Stipend 7.24 1.5912 Telephone Allowance 46.69 39.3913 Gratuity Expense 2.07 -

Total in 4,229.41 3,904.34

Rs. in Lacs31/03/2015 31/03/2014

22 Financial coSt1 Interest on Banking 11,814.08 11,253.252 Interest on Other loans 636.36 498.883 Bank Charges

(Including LC, Bank Guarantee & Bill Discounting Charges & Others)958.39 496.93

4 Bank Guarantee Charges 1,142.29 -5 Gain / Loss Exchange Rate Fluctuation - -6 Other Interest Paid - -7 Reneval Charges of Bank CC A/c 7.14 14.28

Total in 14,558.26 12,263.34

Rs. in Lacs31/03/2015 31/03/2014

23 depReciation & amoRtiSed coSt1 Depreciation 5,086.62 3,106.002 Preliminary Expenses W/O - -3 Amortisation Expenses 506.44 507.42

Total in 5,593.05 3,613.42





Rs. in Lacs31/03/2015 31/03/2014

24 otheR adminiStRative eXpenSeS1 Audit Fees 31.58 21.042 Consultancy Charges 39.15 25.733 Conveyance Expenses 32.50 21.484 CSR Activities- Donation 5.30 7.095 Electricity Expenses 21.16 44.596 Legal & Professional charges 394.45 271.367 Post, Tele. & Courier Charges 29.58 7.988 Exchange Fluctuation - -9 Rent, Rates & Taxes 236.45 242.8710 Application Fees 8.46 9.8111 Repairs & Maintenance Others 131.39 80.4612 Printing & Stationary Expenses 21.99 18.4613 Tender fees 2.85 2.0514 Training Expenses 0.16 0.3115 Sundry Expenses 48.48 46.2816 Travelling Expenses 189.07 171.0217 Vehicles Expenses 219.19 110.2818 Office Expenses 49.06 192.1619 Software Expenses 20.33 39.5120 Insurance Exp (Car) 6.96 3.2321 Mis .Expenses 13.17 0.5822 Service Tax Expenses 42.28 29.9423 Documentation Charges - - 24 Penalty - - 25 Hospitality Expense 23.43 12.7226 Loss on Sales of Fixed Asset - 0.7627 Professional Tax - - 28 Preliminary Exp. Written off - - 29 Foreign Travel (Others) 29.06 16.0330 House Keeping Expenses 81.29 56.3431 Sundry Balances Written of (0.07) 2.0832 Bad Debts 0.35 126.0033 Advertising Expenses 105.75 72.4434 Sales Promotion Expenses 100.07 368.5335 Commission on Sales 149.64 1,489.4436 Marketing Expenses 793.30 102.5637 Deferred Sales Liability - - 38 Income Tax for Prior Period - 2.5139 Vat /CST 21.54 2,460.3540 LD Charges 883.29 -41 Income Tax Paid for prior periods 39.03 -42 Project Expense 7.13 -43 Membership & Subscription 0.24 -44 Freight Outward 28.86 -45 Inspection Expenses 4.00 -

Total in 3,810.43 6,055.98



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25 SigniFicant accounting policieS, contingent liabilitieS and noteS


1 company oveRview Diamond Power Infrastructure Limited (the Company) is

a public limited company domiciled and headquartered in India and incorporated under the provision of Companies Act, 1956. Its shares are listed on two stock exchanges in India. The Company is engaged in the manufacturing and selling of Conductor, Cables, Transmission Tower, Transformer The Company caters mainly to the domestic market

2 SigniFicant accounting policieS (i) Basis of preparation a) The Consolidated Financial Statements are

prepared in accordance with Accounting Standard (AS) 21 on Consolidated Financial Statements notified pursuant to the Companies (Accounting Standards) Rules, 2006 (as amended). The Consolidated Financial Statements comprise the financial statements of Diamond Power Infrastructure Limited (the Company), its subsidiaries. The Company, its subsidiaries constitute the Group. Reference in these notes to the ‘Company’ or ‘DPIL’ shall mean to include Diamond Power Infrastructure Limited and/ or any of its subsidiaries, consolidated in these financial statements unless otherwise stated.

b) The list of Companies which are included in consolidation and the Parent Company’s holdings therein are as under:

Name of the Company

Percentage Holding

Subsidiary 2015 2014Diamond Power Transformer Ltd

99.60% 99.60%

Diamond Power Global Holdings Ltd

100% 100%

c) The Consolidated Financial Statements have been prepared and presented in accordance with the generally accepted accounting principles in India (Indian GAAP) under the historical cost convention on an accrual basis. The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956 read with General Circular 15/ 2013 dated 13 September 2013, issued by the Ministry of Corporate Affairs, in respect of Section 133 of the Companies Act, 2013.

d) The accounting policies adopted in the preparation of financial statements are consistent with those of previous year.

e) The Consolidated Financial Statements of the Company and its Subsidiary Companies have been consolidated on a line-by-line basis by adding together the book value of like items of assets, liabilities, income and

expenses, after fully eliminating intra-group balances and intra-group transactions resulting in unrealized Profits/ Losses.

f) The Consolidated Financial Statements have been prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented, to the extent possible, in the same manner as the Company’s separate financial statements.

g) Investment in associates where the Company directly or indirectly through subsidiaries holds more than 20% of equity, are accounted for using equity method as per Accounting Standard 23 – “Accounting for Investments in Associates in Consolidated financial Statements” notified by Companies (Accounting Standards) Rules, 2006 (as amended).

(ii) Use of estimates : The preparation of financial statements in

conformity with Indian GAAP requires the management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and reported amounts of revenues and expenses for the year. Although these estimates are based on the management’s best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes different from the estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Any revision to accounting estimates is recognised prospectively in the current and future periods.

(iii) Tangible Fixed assets : Fixed Assets are stated at cost less accumulated

depreciation up to the year. Expenditure incurred on improvement or replacement, which in the opinion of the management is likely to substantially increase the life of the assets and future benefits from it, is capitalized. Capital expenditure includes advances for assets under erection/installation are being grouped under capital work in progress. Fixed Assets are stated at cost less accumulated depreciation.

a) The company has maintained proper records showing full particulars including quantitative details and situations of fixed assets of the company.

b) As explained to us, the Company has a programme for physical verification of fixed assets in accordance with which the fixed assets have been physically verified during the year by the Management. In our opinion, the frequency of physical verification is reasonable. Having regard to the size of the operations of the Company and on the basis of explanations received, in our opinion, the net discrepancies found on physical verification were not material.





(iv) Depreciation on tangible fixed assets : Depreciation was charged on Straight Line

basis at rates specified in Schedule XIV the Companies Act.1956. from the year 2014-15 after the amendment of the company’s Act 2013 the Depreciation on the assets are being calculated based on the useful life of the asset. The impact of Such change is to the tune of Rs.17.93 Crs. Additional depreciation debited to P&L account as per the new companies Act 2013.

In the Block of asset of the company, the original asset Block was Put to use in the year 1993, as per the Amended company’s act the useful life of the P&M are over as to the affliction of time, however, regarding the useful ness of the P&M into the production and the present performance of the P&M are yet to be decided by the project Director of the company.

Assets Deprecation Rates (SLM)

Factory buildings 3.17%Plant and machinery 6.33%Office equipment 19.00%Furniture and fixtures 9.50%Vehicles 11.88%Computers 31.67%Electrical instrument 9.50%

Depreciation on tangible assets is provided on the Written Down Value basis over the useful lives of assets estimated by the Management. Depreciation for assets purchased / sold during a period is proportionately charged. Intangible assets are amortized over their respective individual estimated useful lives on a Written Down Value basis, commencing from the date the asset is available to the Company for its use

(v) Borrowing Costs: Borrowing costs that are attributable to the

acquisition, construction or production of qualifying assets are capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes a substantial period of time to get ready for its intended use. All other borrowing costs are charged to revenue. In our opinion and according to the information and explanation given to us, and on an overall examination of the Balance Sheet of the Company, we report that generally no funds raised on short term basis have been used for long term investment by the Company

(vi) Investments : Long-term investments are valued at cost.

however the investments in the Non -Quoted Shares of the other companies are considered at their original cost, further being the Non -quoted investments the Market prices are not readily available and due to non-intention of sales Of the shares, and based on the tests and assumptions of the management as to the No diminution In the current value of the same, they are shown in

the accounts at their original cost. Investments in Subsidiary are stated at cost. Provision for diminution in value on long-term investments is made only if such decline is other than temporary in nature

(vii) Inventories: Inventories of finished goods are valued at

lower of costs or net realizable value inclusive of excise duty. Work in process (including finished stock pending QC inspection) is valued at cost representing material, labour and apportioned overheads as certified by the management. Other inventories are valued at cost. Materials related to Projects under implementation are valued at standard cost.

i) Inventories are valued at lower of cost or net realizable value on FIFO basis.

ii) Raw materials, Stores and spares — includes purchase price and freight

iii) Work in progress — Material cost plus appropriate share of manufacturing overheads.

iv) Finished Goods — Absorption cost basis and includes material, labour and appropriate overheads.

(viii) Cash and Cash equivalents Cash and cash equivalents for the purpose of

cash flow statement comprise cash in hand, demand deposits with banks and other short-term highly liquid investments / deposits with an original maturity of three months or less.

(ix) Revenue recognition Revenue is recognized to the extent that it is

probable that the economic benefits will flow to the Company and the revenue can be reliably measured.

Sale of goods Revenue is recognised when the significant risks

and rewards of ownership of the goods have been passed to the buyer. Sales are disclosed net of sales tax / VAT, trade discounts and returns, as applicable. Excise duties deducted from turnover (gross) are the amounts that are included in the amount of turnover (gross) and not the entire amount of liability that arose during the year.

Income from services Revenue from services is recognised pro-rata

over the period of the contract as and when services are rendered.

Interest and Dividend Income Interest income is recognised on a time

proportion basis taking into account the amount outstanding and the rate applicable. Dividend income is recognised when the Company’s right to receive dividend is established by the Balance Sheet date.

(x) Foreign currency transactions The Company has no Branch offices outside India.

The Foreign currency transaction are recorded on initial recognition in the reporting currency

25 SigniFicant accounting policieS, contingent liabilitieS and noteS (contd.)



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by applying the exchange rate prevailing at the date of transaction .Any Income or Expense on account of exchange rate difference is recognized in the Income and Expenditure Account . The company has an ECB Exposure of USD 17.62 MN the interest on which has been hedged till March 2015; subsequently the Axis Bank has transferred the exposure of USD 8 MN to Bank of India. Further foreign exchange Gain/Loss on the re-statement of the current Assets and Liabilities are calculated based on the RBI exchange rate as of 31/3/2015.

(xi) Income taxes : Provision for Current Income Tax is made after

considering Company’s claims under the Income Tax Act, 1961 .This Liability is calculated at the applicable tax rate or Minimum Alternate Rate under Section 115JB of the Income Tax Act 1961 as the case may be. Provision for Current Income tax is made on the assessable income at the tax rate applicable to the relevant assessment year

Deferred Tax is Calculated at the tax rates and Laws that have been enacted or substantially enacted as of Balance Sheet date and is recognized on timing differences that originated in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets, subject to consideration of prudence are recognized and carried forward only to the extent that they can be released.

(xii) Provisions and contingent liabilities A contingent liability is a possible obligation that

arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the financial statements.

(xiii) Earnings per share Basic earnings per share are calculated by dividing

the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year.

For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.

(xiv) Impairment of Assets : The Company has examined carrying cost

of its identified Cash Generating Units (CGU) by comparing present value of estimated future cash flows from such CGUs, in terms of Accounting Standard-28 on impairment of

Assets, and in absence of any indication of being potential impairment of Assets, no provision for impairment is required as assets of none of CGUs are impaired during the financial year under consideration. Impairment loss, if any, is provided to the extent, the carrying amount of assets exceeds their recoverable amount. Impairment loss, if any, is provided to the extent, the carrying amount of assets exceeds their recoverable amount.

(xv) Derivative Contracts : Company as such in the current financial year has

not entered into any such Derivative Contracts except the interest on the ECB Loan exposure has been covered by the Interest Rate SWAP contract.

(xvi) Operating Cycle : Assets and liabilities other than those relating

to long-term contracts (i.e. supply or turnkey contracts) are classified as current if it is expected to realise or settle within 12 months after the balance sheet date. In case of long-term contracts, the time between acquisition of assets for processing and realisation of the entire proceeds under the contracts in cash or cash equivalent exceeds one year. Accordingly for classification of assets and liabilities related to such contracts as current, duration of each contract is considered as its operating cycle.

(xvii) Financial Restructuring and Rephasement of Debt:

The Company has re-negotiated its entire Debt @ 11 % instead of the existing average cost of borrowings at 13.50%, the lenders have funded all interests cost up to June 2016.The Terms loans & NCD Payments have also been rephrased for payment from June 2016, lenders have provided adequate working capital limits for the current years and have fully funded the expansion project of the company.

(xviii) Legal cases: The Company has outstanding legal cases

wherein there are claim of Rs 1.77 crores against the company, however on same parties the company has claims of Rs 3 crores, in our opinion the companies matters are on strong ground & no financial repercussions on the company.

(xvi) Corporate Guarantee: The Company has extended a Corporate

Guarantees aggregating Rs 1200 Million to the lenders of companies wholly owned subsidiary Diamond Power Transformer Ltd.

(xv) Penalty /Price Variation : The Company is executing the following contracts

with GEB, under Penalty. Order No: 3442, 3462, 435, 3403, 18, 1996, 3864,

2473, 407, 405, 406, 417, 420, 421, 422, 596, 597, 703, 2684, 3442, 3428, 3494, 863, 2403, 2275, 3141, 3079, 2327, 3315, 15981, 15973, 9888, 9887, 19287, 12417 Since all the deliveries are beyond the scheduled delivery period. The company has not been able to claim PV aggregating







Rs. 35.32 crores in event of order delivery date being extended the company shall have the claim from the customers.

(xx) Segment Reporting Identification of segments : The Company’s operating businesses are

organized and managed separately according to the nature of products and services provided with each segment representing a strategic business unit that offers different products and serves different markets. The analysis of geographical segments is based on the areas in which major operating divisions of the Company operate.

Segment Policies : The Company prepares its segment information

in conformity with the accounting policies adopted for preparing and presenting the financial statements of the Company as a whole.

Part B Notes to Accounts 1. Contingent Liabilities (a) Letter of Credit opened as on March

31st 2015 is Rs 864.29 Million (Previous Year Rs. 1933.09 Million); materials under all letters of credit have been received and accounted for as Creditors. Buyer’s credit opened Rs. Nil Million (Previous Year Rs. 74.76 Million) materials under all Buyers’ credit have been received and accounted for as Creditors.

(b) Outstanding Inland Bank Guarantees as of March 31st, 2015 is Rs. 1525.58 Million (Previous Year Rs.1516.05 Million) and outstanding Foreign

Bank Guarantees as of March 31stst, 2015 is $ 3.48 Million (Previous Year $5.51 Million).

(c) Pending Liabilities of the company which are not acknowledge as Debt: Income tax demands: Rs. NIL (previous year Rs Nil):the company was in settlement commission till the A.Y. 2012-13 for which demand has been quantified and paid, for the A.Y. 2013-14 the regular assessment is to start.

Sales Tax/CST Demands: 2007-08 Rs. 4.36 MN (Appeal Pending in tribunal), 2009-10 Rs. 10.83 MN (Appeals pending at Commissioner level).

Excise and Service Tax Demands: 5.44 MN show Cause Notice for service tax, pending at Commissioner level

(d) There are no outstanding Claims against the Company except of Rs. 1.77 MN of Sardar Sarovar Narmada Nigam Ltd., in our opinion the companies matters are on strong ground & no financial repercussions on the company.

(e) (e) In case of DPTL No Deferred Tax Asset is recognised for the current year in respect of depreciation, considering the Principle of Prudence. However, the position will be reviewed every year.

2. The company has been sanctioned following limits after Restructing for

Sanction Limit after Restructing (Rs in Crores) Sl. No.

Name of the Lenders

Working Capital

Term Lender

ECBLon

Corporate Loan

WCTL FITLI (WC)

FITL (TL)

FITL II

Total

1 Allahabad Bank 231.50 49.46 7.25 288.212 Axis Bank 135.99 39.41 59.70 13.56 31.82 4.67 3.27 288.423 Bank of Baroda 290.83 - - - 79.80 11.70 382.344 Bank of India 409.59 114.76 49.60 11.27 61.02 8.95 6.29 661.485 Corporation Bank - 114.26 - 6.27 120.536 Dena Bank 113.45 71.69 - - - - 3.93 189.077 ICICI Bank Limited 131.87 85.23 - 70.11 10.28 12.53 310.028 Indian Overseas

Bank74.81 74.81

9 State Bank of Hyderabad

115.94 16.79 2.46 135.19

10 State Bank of Mysore

62.02 72.71 3.99 138.72

11 IFCI Limited 50.00 7.35 57.3512 EXIM Bank of India

(EXIM)101.25 5.55 106.80

1,566.00 649.31 109.30 24.83 309.00 45.32 19.88 29.30 2,752.93



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All the above lender are having the security as mentioned below :

Lenders Security DetailsAll Term Loan, ECBs, WCTL, FITL, NCD and Corporate Loan

1st Pari-passu charge in favour of term lenders by way of mortgage / Hypothecation on all movable/ immovable properties of the company both present & future 2nd Pari-passu charge on the all Current Assets

Working Capital Facilities 1stPari-passu charge on entire Current Assets of the company 2nd Pari-passu charge in favour of lenders by way of mortgage / Hypothecation on all movable/ immovable properties of the company both present & future NFB Limits: Cash Margin @ 5%

Term Lenders & Working Capital Lenders

Personal Guarantee: Personal Guarantee of Mr. Amit Bhatnagar and Mr.Sumit Bhatnagar, jointly & severally.

(Existing and Proposed)

Corporate Guarantee: Corporate Guarantee of Madhuri Finsserve Pvt Ltd and Diamond Projects Limited subject to

applicable laws. (Existing and Proposed)

Pledge: Unencumbered Equity shares of promoter group (1,87,45,449 share) shall be pledged in favour

of all existing lenders. Out of these, power of attorney of 75,55,975 Equity shares is in favour of IFCI which is proposed to be pooled and to be pledged in favour all existing lenders subject to IFCI receiving 1stparipassu charge on fixed assets available with other lenders.

Working Capital Lenders Pledge: Unencumbered Redeemable Cumulative Preference Shares of Diamond Power Infrastructure

Limited aggregating to Rs. 74.96 Crore (41,41,500 Preference Shares of Rs. 10/ share with premium of Rs.171/ share available with promoters’ group companies) to be pledged in favour all existing lenders.

Collateral: 1st Pari-passu charge on by way of EQM of factory land and Industrial shed admeasuring

15,100 Sq Mts. And Construction of 3,000 Sq Mts. valued at Rs. 10.00 Crore owned by Diamond Projects Limited at Village Gardia Ta SavliDist Vadodara.

1st Pari-passu charge by way of residential properties of Flat No 102 and 103 owned by Mr. Amit Bhatnagar and Mr.Sumit Bhatnagar respectively valued at Rs. 1.00 Crore each.

For Subsidiary having the Fund based and Non Fund Based Working Capital facilities of Rs 4000 Lacs from Indian Overseas Bank and Rs 4000Lacs from UCO Bank Ltd against the security of first pari passu charge on the entire current assets of the company by way of Hypothecation agreement and the second pari passu charge on the entire fixed assets of the company

3. Balance confirmation letters were sent out to various debtors and creditors. The confirmation of most of the Debtors and creditors is received. The balance of advances, debtors and creditors are taken on the basis of book figures and are subject to confirmation. However, in the opinion of the Board, Current Assets, Loans and Advances have a value on realization in the ordinary course of business at least equal to the amount at which they are stated. The provision made in the accounts for depreciation and for all other known liabilities is considered adequate and not in excess of the amounts reasonably necessary.

4. The method of valuation of inventories adopted by the company is in accordance with the requirements of Accounting Standard 2 (Valuation of Inventories and as revised from time to time) issued by the Institute of Chartered Accountants of India.

5. In the opinion of the Management all the current assets, loans and advances and deposits are realizable at value stated in the ordinary course of the business which are at least equal to the amount at which they are stated in the books unless otherwise explicit.






6. Segmental Reporting : The company is primarily engaged in the manufacture of conductors, cables and selling out- sourced products and EPC Contracts.

As the company’s manufacturing facilities are inter woven/ inter- mix due to the nature of its business with the EPC business, it is not possible to directly and specifically attribute or allocate on a reasonable basis, the expenses, assets & liabilities in different Segments. The segmental Sales product wise are as follows:

(Rs. In Lacs)Gross Segment Revenue 2014-15 2013-14 2012-13 2011-12Conductor 67,178.90 73,890.59 59,425.40 45,018.50Cables ( LT & HT ) 135,078.40 148574.04 118293.7 102396.9Power Infrastructure –Turnkey Project [EPC] 10383.266 15,787.37 15,978.40 29,234.50Transmission Tower 34,194.73 38,329.37 27,360.20 8,584.20Diamond Power Transformer Ltd 46,256.69 52,741.11 37,623.00 28,098.90Diamond Power Global 0 8,822.00 - Total Gross Sales 293,091.99 329,322.48 267,502.70 213,333.00Less: Inter Segment Sales 0 125.1 0 7,619.20Gross Sales 293,091.99 329,197.38 267,502.70 205,713.80Less: Excise Duty 9,647.59 11,438.98 9,368.00 3,980.80Net Sales 283,444.40 317,758.40 258,134.70 201,733.00


7. Share Holding in Various Companies : The Company holds the following shares 1) Diamond Power Transformers Ltd. 99.60% shares held by DPIL. 2) Diamond Power Global Holdings Ltd.: 100% shares in its Subsidiary are held by DPIL 3) Maktel Power Ltd. and

Maktel Control & Systems Pvt Ltd. 40% Shares Held by Diamond Power Transformer

Ltd., further out of the Four Directors on board of Maktel, 2 directors are common in DPIL

8. Related Party Disclosures : (A) Particulars of Associates of the Company:

Name of the Related Party Nature of Relationship

1 Diamond Project Ltd. Associate company2 Diamond Infosystems

Ltd.Associate company

3 Madhuri Finserve Pvt. Ltd. (Earlier known as Diamond Telecab Pvt. Ltd.)

Associate company

4 Maktel Power Ltd. Associate company5 Diamond Power

Transmission Pvt. Ltd. (Earlier known as Madhuri Power Equipment Pvt. Ltd.)

Associate company

5 Apex Power & Equipments Pvt Ltd.

Associate company

6 Mayfair Spaces Ltd. Associate company7 Apex Electricals Ltd. Associate company

Name of the Related Party Nature of Relationship

8 Maktel Control & Systems Ltd. (Earlier known as Danke Controls Pvt. Ltd.)

Associate company

9 Ruby Cables Ltd. Associate company

(B) Subsidies Company:

Name of the Related Party1 Diamond Power Transformers Ltd2 Diamond Power Global Holdings Ltd

(C) Key Management Personnel and their Relatives

Key Management Personnel and their Relatives

Nature of Relationship

1 Mr. S.N. Bhatnagar* Chairman2 Mr. Amit Bhatnagar Managing Director3 Mr. Sumit Bhatnagar Jt. Managing

Director*Resigned

(D) Relatives of Key Management Personnel:

Key Management Relatives1 Smt Madhurilata Bhatnagar2 Smt Mona Bhatnagar3 Smt Richa Bhatnagar

(E) Enterprise under Significant influence of Key Management Personnel:

Key Management Personnel and their Relatives

Nature of Relationship

1 Maktel Power & Maktel Control & Systems Pvt Ltd.,

Associate Company of DPTL



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9. Earnings Per Share (EPS) :

March 31, 2015

March 31, 2014

I Profit Computation for both Basic and Diluted Earnings Per Share of Rs.10 eachNet Loss as per Profit & Loss Account available for Equity Shareholders

(18442.73) (Rs in Lacs)

11003.14(Rs in Lacs)

II Weighted average number of equity shares for Earnings per share computation(A) For Basic Earnings per Share

54,000,495 44,644,093

(B) For Diluted Earnings per Share No. of shares for Basic EPS as per II A

54,000,495 44,644,093

Add: Weighted Average outstanding Option / Shares deemed to be issued for no considerationNo. of shares for Diluted Earnings per share

54,000,495 44,644,093

III Earnings per Share (Weighted Average)Basic (34.15) 24.64Diluted (34.15) 24.62

10. Dues to micro, small and medium enterprises The Ministry of Micro, Small and Medium Enterprises

has issued an office memorandum dated August 26, 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allocated.

After filing of the Memorandum in accordance with the ‘Micro, Small and Medium Enterprises Development Act, 2006’ (‘the Act’). Accordingly, the disclosure in respect of the amounts payable to such enterprises as at March 31st, 2011 has been made in the financial statements based on information received and available with the Company. Detail of the Small Scale Industries (SSI) units which have supplied the materials to the company and to whom the company owes a sum exceeding RS 1.00 Lacs and which is outstanding for more than 30 days is Nil.

In Book of Subsidiary Under the Micro, Small and Medium Enterprise Development Act, 2006, which came into effect from October 2, 2006, certain disclosures are required to be made relating to Micro, Medium and Small Enterprises. Based on the information available with the Company, there are no Creditors as on 31st March 2014 registered under the MSMED Act, 2006.

Note: The above Information regarding Small Scale Industrial undertaking has been determined to the extent such parties has been identified on the basis of information available with the company. The same has been relied upon by the Auditors. To confirm names/figures.

11. Sales include an amount of Rs Nil Million (Net of Duty) of inter- unit Transfer (Previous year Rs Nil Million).

12. Aggregate directors’ remuneration is Rs. 1959.6 Lacs (previous year Rs. 1712.00Lacs). The remuneration of directors is as per the approval accorded by remuneration Committee, shareholders and Central Government as per the provisions of section 311 read with Schedule XIII of the Companies Act, 1956.

(F) Summary of the Transaction with related Parties and it’s Associate Companies:

(Rs. In Lacs)Particulars Associate Key

Management Personnel

Relative of key Management

Personnel

Ent. Under significant

Influence of key Mgt. Personnel & their relatives

Total

Purchase/ (sales) of Goods 5,523.15 Nil Nil Nil 5,523.15Receipts/ Rendering of services 33.92 Nil Nil Nil 33.92Rent (Paid)/ Recd. 6.12 31.45 Nil Nil 37.57Advances Recd/(Given) Nil Nil Nil Nil NilDirectors Remuneration Nil 635.25 Nil Nil 635.25Outstanding Receivable as on 31.03.2015

Nil Nil Nil Nil Nil

Note: The above information has been determined to the extent such parties have been identified on the basis of information provided by the Company and approved by the Board of Directors of the Company, which has been relied upon by the Auditors. Enterprise under the same management include Wholly Owned Subsidiary Diamond Power Transformers Ltd& Diamond Power Global Holding Ltd .As per the observation of subsidiary auditor comments that there is no any associate transaction had taken place during the financial year so we had not taken into the above related party transactions.






13. Aggregate Auditor’s remuneration is fixed at Rs. 16.20 Lacs (previous year Rs 18.40 Lacs). Which includes Rs 15.20 Lacs as Audit Fees (Previous year Rs 15.20 Lacs).

14. As per Accounting Policy (10) on excise duty, the excise duty payable on finished goods in stocks at works amounting to Rs 71.12 Lacs (previous year Rs 1090 Lacs) has been included in the expenditure and in such stocks. However, the same has no impact on the profit for the year.

15. There are no amounts due and outstanding to be credited to investor Education and Protection Fund. 16. Details of Licensed, Installed Capacities and Production:

Goods Manufactured Licensed Capacity

Installed Capacity Current Year

Production Current Year12 Months

Production Previous Year12 Months

All Aluminum Alloy Conductors & ACSR Conductor (Excluding Conductors used In Cables)

NA 50500 MTPA. 37,784.45 44,810

LT Electric Power Cables & Control Cables NA 34,300 Kms 29,245.78 33,320 KmsHT Cables NA 5600 Kms 4843.28 5518 KmsEHV Cables NA 2000 Kms 1340.29 1,527 KmsTransmission Towers NA 48000 MT 45,450 MT 47,374 MT Transformer NA 5000 mva 4875 (Nos.) 6272 (Nos.)

Consumption of Assorted Wire / Wire rods is not provided, as they are totally consumed in-house for manufacture of conductors. Installed capacity and capacity utilization are as certified by the management and not verified by the auditors being a technical matter. The quantity in Kms. cannot comparable as the weight per Kms of each conductor varies on the cross section area and current carrying capacity. Hence, the production has been shown in Kms. The Quantity are usually taken as per relevant IS standards.

17. Details of Raw Materials Consumed (including captive consumption):

Description of Item

U.O.M Quantity For the year

2014-15

Quantity For the year

2013-14Aluminium M.Ts. 75641.01 1,01,041Copper M.Ts. 1245 3,347Transformer Nos 4875 6272

18. Value of Imported and indigenous Raw Material Consumed and Percentage thereof:

(Rs. in Lacs)Raw Materials 2014-15 2013-14Imported 3,346.00Indigenous 21680.24 267,214.7

19. Particulars of Sales and Stocks:

Item U.O.M Opening Stock

Sales Closing Stock

Conductors Kms. 2763.29 20242.56 1200.45Cables Kms. 2415.87 36950.00 895.34Transmission Tower

MT 28 44750.00 728

Transformer Nos 13 4803 35

20. Expenditure in Foreign Currency

(Rs. In Millions)Particular 2014-15 2013-14Import on CIF Basis 13.56 7478.50Travelling Expenses 3.78 31.3Others 22.26 21.6

21. Income in Foreign currency

(Rs. In Millions)Particular FOB Value

of Export2014-15

FOB Value of Export2013-14

Exports 35.74 1514.20Foreign exchange fluctuation

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22. The company operates one defined plans viz, gratuity for its employees. Under the gratuity plan every employee who has completed at least 5 years of services gets a gratuity on departure @ 15 days of last drawn salary for each completed year of service.

The following tables summarize the components of net benefit expenses recognized in the statement of Profit & Loss and the liability as per report shown in Balance sheet.

Expense Recognized In The Income Statement

(Rs. In Millions)Particular 2014-15 2013-14current service cost 1.82 0.29interest cost 0.74 0.56actural (gain)/losses 1.21 0.28Expenses Recognized In P & L

3.77 1.13

Balance Sheet-Benefit Asset/Liability

(Rs. In Millions)Particular 2014-15 2013-14present value of defined benefit obligation

(11.56) (7.92)

fair value of plant asset 0 0Plan Asset Liability (11.56) (7.92)

Changes In The Present Value of Defined Benefit Obligations Are As Follows

(Rs. In Millions)Particular 2014-15 2013-14opening defined benefit obligations

7.92 6.96

interest cost 0.73 0.56current service cost 1.82 0.29benefit paid (0.13) (0.16)actuarial (gain)/losses 1.21 0.28Closing Defined Benefit Obligations

11.56 7.93

23. Bank interest and cost includes the amounts provided towards currency fluctuation towards entire year to calculate the quarter profits such amounts of yearend adjustments are to be excluded.

24. Detail Calculation of Deferred Tax Assets / Liabilities are as under

(Rs. In lacs)Particulars Amount In Rs. DTL DTA Net DTA/(DTL)

A WDV of Depreciable Assets As per IT act 1961 2,759,6.12 As per Companies Act,1956 4,290,9.25 Cumulative Diff in Depreciation 15,313.13 Effective Tax rate 0 Deferred Tax liability 52,049.31 - 52,049.31

B Loss for the F.Y 2014-15 (11,012.28) Effective Tax rate 34% - Deferred Tax Assets 37,430.73 37,430.73 Net Deferred Tax Assets /Liability 52,049.31 37,430.73 - 14,618.58 Carry forward net deferred Tax Liability as

on april 2014 - 90,000.00

Net Deferred Tax Assets for the year - 56,185.80

25. Annual Provision and provisions of expenses related to the commencement of the production from the new facilities resulted in increase in the cost of Q-4 2014-2015, the benefits of which are expected over the next year.

Previous year figures are regrouped /reclassified where ever necessary to make them comparable with the current year.

SIGNATURES TO THE Notes from 1 TO 25 FORMING PART OF THE ACCOUNTS







E-Communication Registration Form

Dear Shareholders,

You are aware that the provisions of Companies Act, 2013 have been made effective. Pursuant to Section 101 and Section 136 of the Companies Act, 2013 read with relevant Rules issued there under, Companies can serve Annual Reports and other communications through electronic mode to those shareholders who have registered their email address either with the Company or with the Depository.

It is a welcome move for the society at large, as this will reduce paper consumption to a great extent and allow shareholders to contribute towards a greener environment. This is a golden opportunity for every shareholder of Diamond Power Infrastructure Limited to contribute to the cause of Green Initiative.

We therefore invite all our shareholders to contribute to the cause by filling up the form given below to receive communication from the Company in electronic mode. You can also download the appended registration form from the website of the Company www.diatron.in

Let’s be a part of this ‘Green Initiative’!

Please note that as a Member of the Company, you will be entitled to receive all such communication in physical form, upon request

Best Regards,

Shri Amit Bhatnagar(Managing Director)

E-Communication Registration FormFolio No. / DP ID and Client ID : .................................................................................................................................................................

Name of the Registered Holder : .................................................................................................................................................................

Name of the Joint Holder[s] : .................................................................................................................................................................

Registered Address : .................................................................................................................................................................

E-mail ID (to be registered) : .................................................................................................................................................................

.................................................................................................................................................................

I / We shareholder(s) of Diamond Power Infrastructure Limited agree to receive communication from the Company in electronic mode.

Please register my above e-mail ID in your records for sending communication in electronic form

Date : .............................................................

Sign : .............................................................

Diamond Power Infrastructure LimitedCIN: L31300GJ1992PLC018198

Corporate Office: “Essen House”, 5/9-10, B.I.D.C., Gorwa, Vadodara-390016, (Gujarat) India, Ph.: 0265-2284328, 2283969, Fax: 0265-2280528Email: [email protected] Website: www.diatron.in

Registered Office: Phase II, Village: Vadadala, Tal.Savli, Dist. Vadodara-391520, India. Ph.: 02667-251516, 251354 Fax: 02667-251202

tough times never last....

corporateInformation

BoarD of DirecTors shri amit Bhatnagar managing Directorshri sumit Bhatnagar Jt. managing Directorshri ranvir singh shekhawat independent Director shri ashok Kumar Gautam independent Directorshri ashok Kumar singh independent Directorms. nivedita Pandya woman Directorshri Jaideep nigam additional Director

auDiT commiTTeeshri ranvir singh shekhawat chairmanshri ashok Kumar singh membershri amit Bhatnagar membershri sumit Bhatnagar memberms. nivedita Pandya member

sTaKe HoLDers’ reLaTionsHiP & Grievance commiTTeeshri ranvir singh shekhawat chairmanshri sumit Bhatnagar membershri ashok Kumar Gautam member

sHare Transfer commiTTeeshri amit Bhatnagar membershri sumit Bhatnagar member

nominaTion & remuneraTion commiTTeeshri ranvir singh shekhawat chairmanshri sumit Bhatnagar membershri ashok Kumar singh memberms. nivedita Pandya member

csr commiTTeems. nivedita Pandya chairperson shri amit Bhatnagar membershri sumit Bhatnagar member

auDiTorsvijay Tewar & co. (statutory auditor)*315-316, Panorama, r.c Dutt roadvadodara – 390 007, Gujarat.

a Yadav & associates (internal auditor)*office no. 202, tower-a, iscon atria, iscon Heights, Gotri roadVadodara – 390 021, Gujarat.

*for 2014-15

affairs comPLiance auDiTsecreTariaL auDiTors Devesh vimal & co.

cosT auDiTors s s Puranik & associates

LeGaL aDvisors advocate Harshad J shah

comPanY secreTarY nishant Javlekarcontact Details: 0265-2284328fax Details: 0265-2280528mail id : [email protected]

corPoraTe office “essen House” 5/9-10, BiDc, Gorwa,Vadodara - 390016contact Details : 0265-2284328, 0265-2283969fax Details : 0265-2280528 mail id : [email protected]

reGisTereD office Phase ii, Village : Vadadala, taluka : savli,District : Vadodara - 391520

conTacT DeTaiLs 02667-251354, 02667-251516fax Details : 02667-251202mail id : [email protected]

BanKer informaTionaxis Bank Dena BankBank of india state Bank of HyderabadBank of Baroda state Bank of mysoreicici Bank Ltd exim Bank of indiaallahabad Bank indian overseas Bankcorporation Bank ifci Limited

ncD HoLDers informaTiontata capital financial services Limited

Bank of maharashtra

cseB Gratuity & Pension fund

L&t finance

Dena Bank employee Gratuity fund

syndicate Bank

Dena Bank employee Pension fund

corporation Bank

DiamonD Power infrastructure LimiteDwww.diatron.in

DIAMOND POWER INFRASTRUCTURE LIMITEDCIN: L31300GJ1992PLC018198

Registered Office: Phase II, Village: Vadadala, Tal.Savli, Dist. Vadodara-391520, India. Ph.: 02667-251516, 251354 Fax: 02667-251202, Email: [email protected] Website: www.diatron.in 1N

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ORDINARY BUSINESS:1. To receive, consider and adopt the audited financial

statement including statement of Profit & Loss of the company for the financial year ended on 31st March, 2015 together with the Reports of the Directors’ and Auditors’ thereon.

2. To Appoint a Director in place of Shri Amit Suresh Bhatnagar (DIN 00775880), who retire by rotation and, being eligible to offer himself for re-appointment.

3. To Appoint a Director in place of Shri Sumit Suresh Bhatnagar (DIN 00776129), who retire by rotation and, being eligible to offer himself for re-appointment.

4. To Consider and Appoint M/s. B S R & Co., LLP as Joint Statutory Auditors of the Company and to fix their remuneration.

Ordinary Resolution Relating To M/S. B S R & Co. LLP: “RESOLVED THAT pursuant to Sections 139, 142 and

other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), M/s. B S R & Co., LLP, Chartered Accountants (Firm Registration Number 101248W/W-100022) be and are hereby appointed as Joint Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company on such remuneration as shall be fixed by the Board of Directors of the Company.”

5. To Consider and Appoint M/s. A. Yadav & Associates as Joint Statutory Auditors of the Company and to fix their remuneration.

Ordinary Resolution Relating To M/S. A Yadav & Associates.:

“RESOLVED THAT pursuant to Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), M/s. A Yadav & Associates, Chartered Accountants (Firm Registration Number 129725W) be and are hereby appointed as Joint Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company on such remuneration as shall be fixed by the Board of Directors of the Company.”

SPECIAL BUSINESS:6. To consider and if thought fit, to pass with or without

modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT Ms. Nivedita Pandya (DIN 02992638), who was appointed by the Board of Directors as an Additional Director of the Company with effect from 31st March, 2015 under Section 161 (1) of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act signifying his intention to propose the candidature of Ms. Nivedita Pandya for the office of Director be and is hereby appointed as a Director of the Company.”

“RESOLVED THAT pursuant to the provisions of Section

149, 152 read with Schedule IV and other applicable provisions, if any, of the Act, the Companies (Appointment and Qualification of Directors) Rules 2014 (including any statutory modification or re-enactment(s) thereof for the time being in force), Clause 49 of Listing Agreement Ms. Nivedita Pandya (DIN 02992638),who has submitted a declaration that she meets criteria of independence under Section 149 (6) of the Act and who is eligible for appointment as an Independent Director of the Company to hold the office for a team of Five (5) consecutive years for a term upto 28th Annual General Meeting.”

7. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT Shri Jaideep Nigam (DIN - 07253279), who was appointed by the Board of Directors as an Additional Director of the Company with effect from 30th May, 2015 under Section 161 (1) of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014, in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act signifying his intention to propose the candidature of Shri Jaideep Nigam for the office of Director be and is hereby appointed as a Director of the Company.”

“RESOLVED THAT pursuant to the provisions of Section 149, 152 read with Schedule IV and other applicable provisions, if any, of the Act, the Companies (Appointment and Qualification of Directors) Rules 2014 (including any statutory modification or re-enactment(s) thereof for the time being in force), Clause 49 of Listing Agreement Shri Jaideep Nigam (DIN - 07253279) who has submitted a declaration that he meets criteria of independence under Section 149 (6) of the Act and who is eligible for appointment as an Independent Director of the Company to hold the office for a team of Five (5) consecutive years for a term upto 28th Annual General Meeting.”

8. To Consider and if thought fit to pass with or without modification(s) the following resolution as an ordinary resolution:

“RESOLVED THAT pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014 {including any statutory modification(s) or re-enactment(s) thereof, for the time being in force}, the remuneration payable to M/s. S S Puranik & Associates, Cost Accountants (Firm Registration No. 100133) appointed by the Board to conduct Audit of the cost records of the Company for the Financial Year 2015-16, be paid remuneration of Rs. 90,000 (Rupees Ninety Thousand Only) plus service tax and out of pocket expenses.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to settle any question, difficulty or doubt that may arise in giving effect to this Resolution and to do all acts and take all such steps as may be deemed necessary, proper and expedient to implement this Resolution.”

9. To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section

Notice is hereby given that the Twenty Third Annual General Meeting of the Members of M/s Diamond Power Infrastructure Limited (CIN: L31300GJ1992PLC018198) will be held on Wednesday, 30th September, 2015 at 10:00 A.M at the Registered Office of the Company situated at Phase II, Village: Vadadala, Tal: Savli, Dist: Vadodara – 391520 to transact the following business:-


Diamond Power Infrastructure Limited I Annual Report 2014-152

Notice

196, 197, 198 and any other applicable provisions, if any, of the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule V of the said Act as amended from time to time and Articles of Association of the Company and subject to the approval of Central Government or other Government authority/agency/board, if any, the consent of the shareholders of the Company be and is hereby accorded to re-appoint Shri Amit Bhatnagar as Managing Director of the Company for a period of three years with effect from February 1st, 2016 with a remuneration of Rs. 21,78,723/- (Rupees Twenty One Lacs Seventy Eighty Thousand Seven Hundred Twenty Three Only) per month and on such other terms and conditions as mentioned in the explanatory statement to this notice.”

“RESOLVED FURTHER THAT subject to the approval of the Central Government and notwithstanding anything contain in the provisions of Part II of Schedule V to the Act, if in any financial year during the tenure of Shri Amit Bhatnagar as Managing Director, the Company has no profits or its profits are inadequate, he shall be entitled to receive and be paid the same remuneration in that year as set out in this Resolution.”

“FURTHER RESOLVED THAT the Board of Directors of the Company or any committee thereof be and is hereby authorized to do all such acts, deeds and things as in its absolute discretion it may think necessary, expedient or desirable; to settle any question or doubt that may arise in relation thereto in order to give effect to the foregoing resolution and to seek such approval/ consent from the government, as may be required in this regard.”

10. To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 196, 197, 198 and any other applicable provisions, if any, of the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule V of the said Act as amended from time to time and Articles of Association of the Company and subject to the approval of Central Government or other Government authority/agency/board, if any, the consent of the shareholders of the Company be and is hereby accorded to re-appoint Shri Sumit Bhatnagar as Jt. Managing Director of the Company for a period of three years with effect from February 01, 2016 with a remuneration of Rs. 21,78,723/- (Rupees Twenty One Lacs Seventy Eighty Thousand Seven Hundred Twenty Three Only) per month and on such other terms and conditions as mentioned in the explanatory statement to this notice.

“RESOLVED FURTHER THAT subject to the approval of the Central Government and notwithstanding anything contain in the provisions of Part II of Schedule V to the Act, if in any financial year during the tenure of Shri Sumit Bhatnagar as Jt. Managing Director, the Company has no profits or its profits are inadequate, he shall be entitled to receive and be paid the same remuneration in that year as set out in this Resolution.”

“FURTHER RESOLVED THAT the Board of Directors of the Company or any committee thereof be and is hereby authorized to do all such acts, deeds and things as in its absolute discretion it may think necessary, expedient or desirable; to settle any question or doubt that may arise in relation thereto in order to give effect to the foregoing resolution and to seek such approval/ consent from the government departments, as may be required in this regard.”

NOTES:1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ALSO

ENTITLED TO APPOINT A PROXY TO ATTEND AND TO VOTE AT THE MEETING. THE PROXY NEED NOT BE A MEMBER.

2. PROXY INSTRUMENT SHOULD BE DULY COMPLETED, STAMPED, SIGNED AND MUST BE DEPOSITED AT THE CORPORATE OFFICE OF THE COMPANY SITUATED AT 5/9-10 “ESSEN HOUSE”, BIDC, GORWA, VADODARA, 390016, GUJARAT, INDIA NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

3. No person shall be entitled to attend or vote at the meeting as a duly authorized representative of a company or any corporate which is a shareholder of the company, unless a copy of the resolution appointing him/her as a duly authorized representative, certified to be true copy by the Chairman of the meeting at which it was passed, shall have been deposited at the Corporate office of the company situated at 5/9-10, “Essen House”, BIDC, Gorwa, Vadodara, 390 016, Gujarat, India not less than 48 hours before the date of Annual General Meeting.

4. Pursuant to Section 91 of the Companies Act 2013, the Register of Members and Share Transfer Books of the Company will remain closed from Friday, 25th September, 2015 to Wednesday, 30th September, 2015 (both days inclusive).

5. The Members are requested to make correspondence for any matters relating to Transfer or Dematerialization of Shares, changes in their addresses or bank details, names of the holders with Registrar and Transfer Agent (R & T) M/s. Karvy Computershare Private Limited, Karvy Selenium Tower B, Plot 31-32, Gachibowli Financial District, Nanakramguda, Hyderabad - 500 032.

6. As a measure of economy, the Company does not distribute the copies of Annual Report at the meeting. Hence, the members are requested to bring their copies with them.

7. As a responsible corporate citizen, the Company welcomes and supports the ‘Green Initiative’ taken by the Ministry of Corporate Affairs, enabling the Company to effect electronic delivery of documents. The above initiative will go a long way in conserving paper which is a natural resource as also result in substantial savings on printing and posting of annual reports and other documents of your Company sent to Members. Members are requested to support this Green Initiative by updating their email addresses with their respective Depository Participants, in case of electronic shareholding; or registering their email addresses with the Company’s Registrar and Transfer Agents, in case of physical shareholding.

8. Members seeking any information on the Accounts of the Company are requested to write to the Vice President, Accounts, which should reach to the Company at least one week before the date of Annual General Meeting, so as to enable the management to keep the information ready. However, replies will be provided only at the Annual General Meeting.

9. Pursuant to the directives given by the SEBI, trading of our Company’s shares in Dematerialized form has been made compulsory for all investors with effect from 26th February, 2001. The Company has entered in to an agreement with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) as an issuer Company for the dematerialization of the Company’s Shares. Request for dematerialization of Shares may be sent through respective Depository Participants.

10. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of the Special Business


Registered Office: Phase II, Village: Vadadala, Tal.Savli, Dist. Vadodara-391520, India. Ph.: 02667-251516, 251354 Fax: 02667-251202, Email: [email protected] Website: www.diatron.in 3

Notice

Not

ice

to be transacted at the Annual General Meeting as set out in the Notice is annexed hereto.

11. Members holding shares in the electronic form are requested to inform any changes in address/bank mandate directly to their respective Depository Participants. The address/bank mandate as furnished to the Company by the respective Depositories viz, NSDL and CDSL will be printed on the dividend warrants.

12. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013 will be available for inspection by the members at the Annual General Meeting of the Company.

The Register of Contracts or Arrangements in which the Directors are interested, maintained under Section 189 of the Companies Act, 2013 will be available for inspection by the Members at the Annual General Meeting of the Company.

13. Members may also note that the Notice of the 23rd Annual General Meeting along with Annual Report for the year 2014-15 will also be available on the Company’s website www.diatron.in

14. Member’s desire of making a nomination in respect of their shareholding in the Company, as permitted under Section 72 of the Companies Act, 2013, are requested to send the same to the office of the Registrar and Share Transfer Agent of the Company.

15. Members are requested to hand over the enclosed Attendance Slip, duly signed in accordance with their specimen signature(s) registered with the Company for admission to the meeting hall. Members who hold shares in dematerialized form are requested to bring their Client ID and DP ID Numbers for identification.

16. In terms of Sections 123 and 124 of the Companies Act, 2013 the amount of dividend remaining unclaimed or unpaid for a period of seven years from the date of transfer to the unpaid dividend account is required to be transferred to the Investor Education and Protection Fund (IEPF).

17. The Securities Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Member holding shares in electronic form are, therefore requested to submit the PAN to their Depository Participant with whom they are maintaining their Demat Accounts. Members holding shares in physical form are requested to submit their PAN details to the Registrar & Share Transfer Agent of the Company.

18. Voting through electronic means: In accordance with provisions of section 108 of

the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 the business may be transacted through electronic voting system and the Company is providing facility for voting by electronic means (“e-voting”) to its members. The Company has engaged the services of M/S Karvy Computershare Pvt. Ltd. to provide e-voting facilities and for security and enabling the members to cast their vote in a secure manner. It may be noted that this e-voting facility is optional. The e-voting facility will be available at the link https://evoting.karvy.com

Commencement of e-voting, From Sunday, 27th September, 2015 at 10:00 A.M. to Closure of e-voting, Tuesday, 29th September, 2015 Upto 05:00 P.M.

The login ID and password for e-voting along with process, manner and instructions for e-voting is being sent to the members who have not registered their e-mail IDs with the Company along with physical copy of the notice. Those members who have registered their e-mail IDs with the Company / their respective

Depository Participants are being forwarded the login ID and password for e-voting along with process, manner and instructions by e-mail.

Following are the instructions for members voting through electronic system:

A. Instructions for members whose email IDs are registered with the Company/ their respective Depository participant(s) - Member will receive an Email from Karvy:

1. Launch internet browser and log on to the URL: https://evoting.karvy.com

2. Enter the login credentials (i.e. User ID and password mentioned herein below). Your Folio No./ DP ID – Client ID will be your User ID.

However, if you are already registered with Karvy for e – voting, you can use your existing User ID password for casting your vote.

3. After entering these details appropriately, Click on “LOGIN”

4. In case of new users: You will now reach password change Menu wherein you are required to mandatorily change password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z),one numeric value (0-9) and a special character with (@,#,$,etc.). The system will prompt you to enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.

5. You need to login again with the new credentials.

6. On successful login, the system will prompt you to select the “EVENT” i.e. Diamond Power Infrastructure Limited.

7. On the voting page, enter the number of shares (which represents the number of votes) held as on the Cut-off Date under “FOR/AGAINST” or alternatively, you may partially enter number in “FOR” and partially in “AGAINST “but the total number in “FOR/AGAINST” taken together should not exceed your total shareholding. You may also choose the option ABSTAIN. If the shareholder does not indicate either “FOR “or “AGAINST “it will be treated as “ABSTAIN” and shares held will not be counted under either head.

8. Shareholders holding multiple folios/demat accounts shall choose the voting process separately for each folios/demat accounts.

9. Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any specific item it will be treated as abstained.

10. You may then cast your vote by selecting an appropriate option and click on “Submit”.

11. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once you have voted on the resolution, you will not be allowed to modify your vote. During the voting period, Members can login any numbers of times till they have voted on the Resolution(S).

12. Corporate/Institutional Members (i.e. other than individuals, HUF, NRI etc.) are also



Notice

required to send scanned certified true copy (pdf format) of the Board Resolution/ Authority Letter, etc. together with attested specimen signature(s) of the duly authorized representative(s), to Scrutinizer at email [email protected] with a copy marked to [email protected] and [email protected]. The scanned image of the above mentioned documents should be in the naming format “Diamond Power Infrastructure Limited AGM 30th September, 2015”.

B. Instructions for members whose email IDs are not registered with the Company/ their respective Depository participant(s) or who have specifically requested for hard copy - Member will receive physical copy of the Notice of AGM:

1. User ID and initial password as provided herein below.

2. Please follow all steps from Sr. No. (1) To Sr. No. (12) Mentioned above under (Instructions for members whose email IDs are registered with the Company/ their respective Depository participant(s), to cast vote).

Notes:I. In case of any queries relating to E-Voting please visit

Help & FAQ section of http://evoting.karvy.com (Karvy Website).

II. You can also update your mobile number and email id in the user profile details of the folio which may be used for the sending future communication(s).

III. The e-voting period commence on Sunday, 27th September, 2015 at 10:00 A.M Closure of e-voting, Tuesday, 29th September, 2015 Upto 05:00 P.M. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on

cut-off date (record date) being Friday, 28th August, 2015 may cast their vote electronically in the manner and process set out hereinabove. The e-voting module shall be disabled for voting thereafter. Once the vote on a resolution is cast by the Members, the Members shall not be allowed to change it subsequently. Further the Members who have casted their vote electronically shall not vote by way of poll, if held, at the meeting.

IV. The voting rights of shareholders shall be in proportion to equity shares of the Company held by them as on the cut-off date (record date) being Friday, 28th August, 2015.

V. The Board of Director has appointed M/s. Devesh Vimal & Co., Practicing Company Secretary as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

VI. The Scrutinizer shall within a period not exceeding three (3) working days from the conclusion of the e-voting period unblock the votes in the presence of at least two (2) witnesses not in the employment of the Company and make Scrutinizer’s Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company.

VII. The results shall be declared on the date of AGM of the Company and the resolution will be deemed to be passed on the AGM date subject to receipt of the requisite number of votes in favour of the Resolution(s).

VIII. The Results declared alongwith the Scrutinizer’s Report shall be placed on the Company’s website www.diatron.in and on the website of the service provider (https://evoting.karvy.com) within two (2) days of passing the resolution at the AGM of the Company and will also be communicated to National Stock Exchange of India Limited and BSE Limited.

EVENT (E Voting Event Number)

User ID Password

19. Information required under Clause 49 (IV)(G) of the Listing Agreement (relating to Corporate Governance) with respect to the Directors being appointed and Directors retiring by rotation and being eligible for re-appointment are as under:

Name of the Director Ms. Nivedita Pandya (DIN 02992638)Position Women DirectorProfile Ms. Pandya was appointed by the Board of Directors of the Company as an

Additional Director w.e.f. 31st March, 2015.Ms. Nivedita Pandya is a Graduate in Mechanical Engineering from S.P University - V.V Nagar, with wide techno- commercial experience in industries majorly in cable industry. She has been Instrumental in the execution of several prestigious Green field projects including setting up of state of art HV- EHV cable plants, Tower manufacturing plant etc, UHV Laboratory & R & D center etc.She is also doing extensive work in the field of Machinery design & its Manufacturing since last over 15 years and travelled extensively to Europe & China for technology selection sourcing etc.

Date of Joining 31st March, 2015No. of Shares held in the Company Not ApplicableDirectorship in other Companies Diamond Power Transformers Ltd

Ruby Cables Ltd.Apex Electricals Ltd.

Vikas Ferro Pvt. Ltd.Manacles Enterprise Pvt. Ltd.Diamond Infosystems Limited



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Name of the Director Shri Jaideep Nigam (DIN 07253279)Position Independent DirectorProfile Shri Jaideep Nigam was appointed by the Board of Directors of the Company as

an Additional Director w.e.f. 30th May, 2015.Jaideep Nigam is B.E Mechanical, with M.B.A in International Business, He carries a diverse & varied Industry experience with World top Brands/Big Groups of 23 years based in Dubai with an overall successful track record of 28 years. He holds personal/Business rapport with Eminent Arabs, Top Businessmen / Industry professionals & Government Institutions across Middle East, Africa & India. His strong Networking/P.R Skills coupled with brilliance in Marketing has helped establish Brand Diatron across M.E & Africa in a very short span of time with a long term Dealer relationships & penetrative ongoing sales in Region.

Date of Joining 30th May, 2015No. of Shares held in the Company Not ApplicableDirectorship in other Companies Not Applicable

Name of the Director Shri Amit Bhatnagar (DIN 00775880)Position Managing DirectorProfile Shri Amit Bhatnagar is the Managing Director of our Company since January

2010. Prior to that, he was the Joint Managing Director of our Company since 1992. He holds a Bachelor’s degree in Industrial Engineering (gold medalist) from Saurashtra University and MBA in Finance & MOP with a gold medal from the Asian Institute of Management, Manila. Shri Bhatnagar has over 25 years of experience in Managing the Company. He also has a varied experience in the power equipment industry, which includes business-to-business selling via the dealer and industrial marketing route. Shri Bhatnagar was also awarded the ‘UdyogRatan’ award for 2007-08 by the Government of India. He is also one of the founders of Vadodara Marathon’ and is an Executive Committee Member of the BalGokulam, a children shelter established by the Government.

Date of Joining 26th August, 1992No. of Shares held in the Company 9,98,483 (Equity)Directorship in other Companies Madhuri Finserve Private Limited

Diamond Projects LimitedDiamond Power Transformers LimitedDiamond Infosystems LimitedApex Power Equipments Private LimitedVadodara Marathon

Diamond Power Transmission Private LimitedMaktel Control & Systems Private LimitedMaktel Power LimitedRuby Cables Limited

Name of the Director Dr. Sumit Bhatnagar (DIN 00776129)Position Jt. Managing DirectorProfile Dr. Sumit Bhatnagar is the Joint Managing Director of our Company since

January 2010. He has pursued BE in Electronics from Pune University and also holds an Hon. Doctorate in Business Management, MBA in international finance from Swinburne University, Melbourne, Australia with chancellor’s medal and scholarship for obtaining highest grades in his course. He is also a certified ERP Professional for Microsoft, Oracle & SAP.Shri Sumit Bhatnagar has been associated with our Company for over 21 years. He has more than 16 years of experience in Business Process Analysis, re-engineering, System Study like ERP, ISO 9002, developing in-house internal audit system and putting in place the MIS for decision making and control. Shri Bhatnagar is also a Trustee on the Board of BalBhavan Society of Vadodara, Vice President of Savli. Taluka Industries Association, Chairman of Baroda Round Table – 49 and has also been felicitated with the National Business Leadership Award for Industrial Development given by IEDRA.

Date of Joining 26th August, 1992No. of Shares held in the Company 10,39,998 (Equity)Directorship in other Companies Diamond Infosystems Limited

Madhuri Finserve Private LimitedDiamond Projects LimitedDiamond Power Transformers LimitedDiamond Power Transmission Private Limited

Maktel Control & Systems Private LimitedMaktel Power LimitedRuby Cables LimitedApex Power Equipments Private Limited

20. All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection at the Registered Office of the Company between 11:00 A.M to 01:00 P.M on all working days except Holidays and Sunday, up to and including the date of the Annual General Meeting of the Company.



Notice

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 4 & 5At the 22nd AGM of your Company, M/s. Vijay N. Tewar & Co., Chartered Accountants (Firm Registration No. 111422W) was appointed as the Auditor to hold office till the conclusion of the 23rd AGM of your Company. The Companies Act, 2013 (the Act) has introduced the concept of rotation of auditors as well as audit firms. It states that in case of listed companies, it would be mandatory to rotate auditors every five years in case of the appointment of an individual as an auditor and every 10 years in case of the appointment of an audit firm with a uniform cooling off period of five years in both the cases. The Act has allowed a transition period of three years for complying with the requirements of the rotation of auditors. Further, the Act also grants an option to shareholders to further require rotation of the audit partner at such intervals as they may choose. In light of this provisions M/s. Vijay N. Tewar & Co., is retiring in ensuing AGM and the Board of Directors at its meeting held on 30th May, 2015, on the recommendations of the Audit Committee, in accordance with the provisions of Section 139 (8) of the Companies Act, 2013 appointed M/s. B S R & Co. LLP and M/s. A. Yadav & Associates, Chartered Accountants, to act as the Joint Statutory Auditors of your Company who shall hold such office till the conclusion of the 24th AGM.The Board places on record its appreciation for the contributions of erstwhile M/s. Vijay N. Tewar & Co., Chartered Accountants. None of the Directors and Key Managerial Personnel of the Company or their relatives is concerned or interested financially or otherwise, in the resolution as set out at item No. 4 & 5. The Board recommends the resolution at Item No. 4 & 5 for approval of the members.

ITEM NO. 6Ms. Nivedita Pandya (DIN:02992638), is an Independent Director of the Company pursuant to section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. She joined the Board of Directors of your Company in the month of March, 2015 as an Additional Director appointed by Board of Directors on recommendation of Nomination and Remuneration committee.Ms. Pandya is a Graduate in Mechanical Engineering from S.P University - V.V Nagar, with wide techno-commercial experience in industries majorly in cable industry. She played pivot roles in the execution of several prestigious Green field projects including setting up of state of art HV- EHV cable plants, Tower manufacturing plant etc, UHV Laboratory & R & D centre etc.She is not holding any shares in the Company. The Company has received declaration from her confirming that she meets with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.The Board of Directors of your Company after reviewing the declaration submitted by Ms Pandya, are of the opinion that she meets the criteria of independence as per the provisions of Section 149(6) of the Companies Act, 2013 and rules made thereunder and also meets with the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges, for her appointment as an Independent Director of the Company and is independent of the management.The Company has received a notice in writing from a member along with the deposit of requisite amount under Section 160 of the Companies Act 2013, proposing Ms. Nivedita Pandya as a candidate for the office of Director of the Company.The Board recommends the resolution at Item No. 6 for approval of the members.None of the Directors except Ms. Nivedita Pandya and Key Managerial Personnel of the Company or their relatives are concerned or interested financially or otherwise, in the resolution as set out at item No. 6.

ITEM NO. 7Shri Jaideep Nigam, is an Independent Director of the Company pursuant to section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. He joined the Board of Directors of your Company in the month of May, 2015 as an Additional Director appointed by Board of Directors on recommendation of Nomination and Remuneration committee.Shri Jaideep Nigam is B.E Mechanical, with M.B.A in International Business, He carries a diverse & varied Industry experience with World top Brands/Big Groups of 23 years based in Dubai with an overall successful track record of 28 years. He holds personal/Business rapport with Eminent Arabs, Top Businessmen / Industry professionals & Government Institutions across Middle East, Africa & India. He is not holding any shares in the Company. The Company has received declaration from him confirming he meets with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.The Board of Directors of your Company after reviewing the declaration submitted by Shri Nigam, are of the opinion that he meets the criteria of independence as per the provisions of Section 149(6) of the Companies Act, 2013 and rules made thereunder and also meets with the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges, for his appointment as an Independent Director of the Company and is independent of the management.The Company has received a notice in writing from a member along with the deposit of requisite amount under Section 160 of the Companies Act 2013, proposing Shri Jaideep Nigam as a candidate for the office of Director of the Company.The Board recommends the resolution at Item No. 7 for approval of the members.None of the Directors except Shri Jaideep Nigam and Key Managerial Personnel of the Company or their relatives are concerned or interested financially or otherwise, in the resolution as set out at item No. 7.

ITEM No. 8The Board of Directors at their meeting held on 30th May, 2015, on the recommendations of the Audit Committee had approved the appointment of M/s. S S Puranik & Associates, Practicing Cost Accountants(Firm Registration No. 100133) (Membership No. 7113), as the Cost Auditors for audit of the cost accounting records of the Company for the financial year 2015-16, at a remuneration not exceeding Rs. 90,000 (Rupees Ninety Thousand Only) excluding service tax and reimbursement of out of pocket expenses at actuals, if any, in connection with the audit. In accordance with the provisions of Section 148 (3) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the remuneration payable to the Cost Auditor is required to be approved by the members of the Company.Accordingly, consent of the members is sought for approving the Resolution as set out in Item No. 8 for remuneration payable to the Cost Auditor for conducting the audit of the cost records of the Company for the financial year ending 31st March, 2016.None of the Directors and Key Managerial Personnel of the Company or their relatives is concerned or interested in the proposed Resolution as set out at Item No. 8 of the Notice. The Board recommends the Ordinary Resolution as set out in Item No. 8 of the Notice for your approval.

ITEM No. 9The shareholders of the Company in their Annual General Meeting held on 28th September, 2010 approved the appointment of Shri Amit Bhatnagar, as Managing Director of the Company for a



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period of 3 years commencing from 1st February, 2010 to 31st January, 2013 on terms and conditions including salary and perquisites payable to him and subsequently Shri Bhatnagar on the same terms and conditions further appointed as Managing Director in the Annual General Meeting held on 28th February, 2012 for further period of 3 years commencing from 1st February, 2013 to 31st January, 2016.The hardwork, perseverance and efforts injected by Shri Amit Bhatnagar in the Company has put the company in a pre-eminent position, enabling it to achieve new heights of success.Based on the recommendation of the Nomination and Remuneration Committee your directors at their meeting held on 13th August, 2015, subject to the approval of the Company in general meeting and Central Government, if required, has reappointed Shri Amit Bhatnagar as Managing Director of the Company for a period of 3 years starting from 1st February, 2016 to 31st January, 2019 on the terms and conditions as mentioned below :

A SALARY: Rs. 21,78,723/- (Rupees Twenty One Lacs Seventy

Eighty Thousand Seven Hundred Twenty Three Only) per month. The Annual increment in basic salary will be maximum 20% every year.

B PERQUISITES: (I) The Managing Director shall be entitled to House

Rent Allowance subject to 50% of the aforesaid salary. The expenditure incurred by the Company on gas, electricity, water and furnishing shall be valued as per the Income Tax Rules, 1962. This shall however, be subject to a ceiling of 10% of the Basic Salary per annum.

(II) The Managing Director shall be entitled for Medical Reimbursement, Leave Travel Concession, for self and family, club fees - maximum up to 24 % of salary per annum.

(III) The Managing Director shall be entitled for Special allowance maximum up to 25% of Salary per annum to maintain office at residence, subscription to various books and periodicals etc.

(IV) Annual Increment: The Managing Director shall be entitled to get annual increment over and above normal increment as may be decided by the Board of Directors on the recommendation of Nomination and Remuneration Committee. However the same in any case shall not be more than 20 % on yearly incremental effect.

(V) The following perquisites if applicable shall not be included in the computation of the ceiling of remuneration:

(A) Contribution to Superannuation Fund or Annuity Fund to the extent these either singly or put together are not taxable under the Income Tax Act, 1961.

(B) Provision of car for use of Company’s business and telephone at residence will not be considered as perquisites. However personal long distance calls and use of the car for private purpose shall be billed by the Company to the Managing Director.

(C) The Managing Director will be entitled to one month’s leave with pay and allowance for every eleven months of service. Such leave may be accumulated as per Company’s rules and practice and encashment of the same shall be allowed at the end of the tenure.

(VI) The Managing Director shall not be entitled to sitting fees for attending meeting of the Board of Directors or Committees thereof.

(VII) ln absence of or in-adequacy of profits in any financial year, the Managing Director will be entitled to said salary, perquisites, etc. as mentioned above as minimum remuneration.

A copy of the draft Agreement to be entered into is available for in section during working hours of the Company on any day except Sunday and other holidays at the Registered office of the company between 11:00 A.M. to 01:00 P.M.

The statement of information as required by second proviso (iv) of Paragraph B of Section II of Part II of Schedule V of the Companies Act, 2013

I. GENERAL INFORMATION 1. Nature of Industry: Manufacturer of Power Equipments such as Cables, Conductors, Transformers, EPC Contracts,

Transmission Towers 2. Date or expected date of commencement of commercial production: Company incorporated in the year 1992 and already

commenced its commercial production from the said date. 3. In case of new companies, expected Date of commencement of activities as per project approved by financial institutions

appearing in the prospectus.: Not Applicable 4. Financial performance based on given indicators.

Rs. in LacsYEAR 2014-15 2013-14 2012-13

Standalone Standalone StandaloneNet Revenue 2,42,276.10 2,67,429.26 2,12,636.53EBIDTA (26,093.35) 26,885.99 22,533.60PBT (11,012.28) 12,196.87 10,707.76PAT (11,574.28) 10,396.87 9,207.76Net worth 84,364.42 92,531.20 70,198.16

5. Foreign investments or collaborations if any: the Company is having wholly owned subsidiary company with the name Diamond Power Global Holding Limited in U.A.E (JAFZA)



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II. INFORMATION ABOUT THE APPOINTEE 1. Background details Shri Amit Bhatnagar is a Managing Director of the Company since January 2010. Prior to that, he was Joint Managing Director of the Company since 1992. He holds a Bachelor’s degree in Industrial

Engineering (gold medallist) from Saurashtra University and MBA in Finance & MOP with a gold medal from the Asian Institute of Management, Manila.

Shri Bhatnagar has over 25 years of experience in Managing the Company. He also has a varied experience in the power equipment industry, which includes business-to-business selling via the dealer and industrial marketing route.

2. Past remuneration (Per Month)

YEAR 2014-15 2013-14 2012-13Amount Rs. 18,15,602 Rs. 15,71,674 Rs. 13,18,278

3. Recognition or awards Shri Amit Bhatnagar was awarded with the ‘Udhyog Ratan’ award for 2007-08 by the Government of India. 4. Job profile and his suitability Shri Amit Bhatnagar is looking after Finance, Accounts, Production, Procurement and Legal, Secretarial, EPC, Transformers

Business and Taxation in the organization. 5. Remuneration proposed for the financial years is as under (Per Month):


6. Comparative remuneration profile with respect to industry, size of the company profile of the position and person (in case of expatriates the relevant details would be w.r.t the country of is origin:

Sr. No. Name of Executive Director Name of the Company Amount per Annum1 Shri Kushal N. Desai Apar Industries Limited* Rs. 1,71,93,9362 Shri P P Chhabria Finolex Cables Limited* Rs. 1,51,31,7063 Shri Pravin Agarwal Sterlite Technologies Limited* Rs. 3,99,00,0004 Shri Anil Gupta KEI Industries Limited* Rs. 1,48,51,000

Source: *Annual Report of the Company 2013-14

It means the remuneration recommended by the NRC and as considered by the Board is in line with other industries in the same segment and with similar size and hence the board is of the view that the proposed remuneration is reasonable and appropriate.

7. Pecuniary relationship directly or indirectly with the company or relationship with managerial personnel if any Shri Amit Bhatnagar is the promoter of the Company and brother of Shri Sumit Bhatnagar, Jt. Managing Director of the

Company.

III. OTHER INFROMATION

IV. DISCLOSURES 1. All elements of remuneration package such as salary, benefits, bonus, stock option, pension etc. of all the directors: Shri Bhatnagar is entitled for HRA, Conveyance, Medical, LTA, education allowance PF and ESI. 2. Details of fixed components and performance linked incentives along with the performance criteria: Not Applicable. 3. Service contract, notice period, severance fees: Not Applicable. 4. Stock option details if any and whether the same has been issued at a discount as well as the period over which accrued

and over which exercisable Not Applicable The Re-appointment of Shri Amit Bhatnagar is in accordance with the norms laid down in Schedule V of the Companies

Act, 2013, and any approval of the Central Government, along with the shareholders of the Company, if required, would be obtained in accordance with the provisions of Schedule V of the Companies Act, 2013.

This may be treated as an abstract of terms and memorandum of interest pursuant to provisions of the Companies Act, 2013.

Except Shri Amit Bhatnagar and his relative Shri Sumit Bhatnagar, none of the other Directors and Key Managerial Personal is interested directly or indirectly financially or under this resolution.

The Board recommends the Resolution for approval of the Shareholders.

ITEM No. 10The shareholders of the Company in their Annual General Meeting held on 28th September, 2010 approved appointment of Shri Sumit Bhatnagar, as Jt. Managing Director of the Company for a period of 3 years commencing from 1st February, 2010 to 31st January, 2013 on terms and conditions including salary and perquisites payable to him and subsequently Shri Bhatnagar on the same terms and conditions further re-appointed as Jt. Managing Director in the Annual General Meeting held on 28th February, 2012 for further period of 3 years commencing from 1st February, 2013 to 31st January, 2016. Taking into consideration the endless efforts and commitment of Shri Sumit Bhatnagar towards the Company and his valuable ideas, contribution and support and based on the recommendation of the nomination and remuneration committee your directors at their meeting held on 13th August, 2015, subject to the approvals of the Company in general meeting and Central Government, if required, is re-appointed Shri Sumit Bhatnagar as Jt. Managing Director of the Company for a period of 3 years starting from 1st February, 2016 to 31st January, 2019 as per following conditions:



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A SALARY: Rs.21,78,723/- (Rupees Twenty One Lacs Seventy Eight

Thousand Seven Hundred and Twenty Three Only) per month. The Annual increment in basic salary will be maximum 20% every year.

B PERQUISITES: (I) The Jt. Managing Director shall be entitled to

House Rent Allowance subject to 50% of the aforesaid salary. The expenditure incurred by the Company on gas, electricity, water and furnishing shall be valued as per the Income Tax Rules, 1962. This shall however, be subject to a ceiling of 10% of the Basic Salary per annum.

(II) The Jt. Managing Director shall be entitled for Medical Reimbursement, Leave Travel Concession, for self and family, club fees - maximum up to 24 % of salary per annum.

(III) The Jt. Managing Director shall be entitled for Special allowance maximum up to 25% of Salary per annum to maintain office at residence, subscription to various books and periodicals etc.

(IV) Annual Increment: The Jt. Managing Director shall be entitled to get annual increment over and above normal increment as may be decided by the Board of Directors on the recommendation of Nomination and Remuneration Committee. However the same in any case shall not be more than 20 % on yearly incremental effect.

(V) The following perquisites if applicable shall not be included in the computation of the ceiling of remuneration:

(A) Contribution to Superannuation Fund or Annuity Fund to the extent these either singly or put together are not taxable to under the Income Tax Act, 1961.

(B) Provision of car for use of Company’s business and telephone at residence will not be considered as perquisites. However personal long distance calls and use of the car for private purpose shall be billed by the Company to the Jt. Managing Director.

(C) The Jt. Managing Director will be entitled to one month’s leave with pay and allowance for every eleven months of service. Such leave may be accumulated as per Company’s rules and practice and encashment of the same shall be allowed at the end of the tenure.

(VI) The Jt. Managing Director shall not be entitled to sitting fees for attending meeting of the Board of Directors or Committees thereof.

(VII) ln absence of or in-adequacy of profits in any financial year, the Jt. Managing Director will be entitled to said salary, perquisites, etc. as mentioned above as minimum remuneration.

A copy of the draft Agreement to be entered into is available for in section during working hours of the Company on any day except Sunday and other holidays at the Registered office of the company between 11:00 A.M. to 01:00 P.M.

The statement of information as required by second proviso (iv) of Paragraph B of Section II of Part II of Schedule V of the Companies Act, 2013

I. GENERAL INFORMATION 1. Nature of Industry: Manufacturer of Power Equipment such as Cables, Conductors, Transformers, EPC Contracts, Towers 2. Date or expected date of commencement of commercial production: Company incorporated in the year 1992 and already

commenced its commercial production from the said date. 3. In case of new companies, expected date of commencement of activities as per project approved by financial institutions

appearing in the prospectus.: Not Applicable 4. Financial performance based on given indicators

Rs. in LacsYEAR 2014-15 2013-14 2012-13

Standalone Standalone StandaloneNet Revenue 2,42,276.10 267,429.26 2,12,636.53EBIDTA (26,093.35) 26,885.99 22,533.60PBT (11,012.28) 12,196.87 10,707.76PAT (11,574.28) 10,396.87 9,207.76Net worth 84,364.42 92,531.20 70,198.16

5. Foreign investments or collaborations if any: the Company is having wholly owned subsidiary name Diamond Power Global Holding Limited in U.A.E (JAFZA).

II. INFORMATION ABOUT THE APPOINTEE 1. Background details Shri Sumit Bhatnagar is the Jt. Managing Director of our Company since February, 2010. He has been associated with our company for over 21 years. He holds a Bachelor’s degree in Electronics from Pune

University and holds an Hon. Doctorate in Business Management, MBA in international finance from Swinburne University, Melbourne, Australia.

Shri Bhatnagar has over 16 years of experience in Business process analysis, re-engineering, System Study like ERP, ISO 9002, developing in-house internal audit system and putting in place the MIS for decision making and control.

2. Past remuneration (Per Month)


3. Recognition or awards Shri Sumit Bhatnagar was awarded with the National Business Leadership Award for the Industrial Development given by

IEDRA.



Notice

4. Job profile and his suitability Shri Sumit Bhatnagar is looking after Information technology, Human Resources, Government Sales, Domestic Sales,

Dealer Network and Corporate Sales, Export. 5. Remuneration proposed for the financial years is as under (Per Month):


6. Comparative remuneration profile with respect to industry, size of the company profile of the position and person (in case of expatriates the relevant details would be w.r.t the country of is origin:

Sr. No. Name of Executive Director Name of the Company Amount per Annum1 Shri Kushal N. Desai Apar Industries Limited* Rs. 1,71,93,9362 Shri P P Chhabria Finolex Cables Limited* Rs. 1,51,31,7063 Shri Pravin Agarwal Sterlite Technologies Limited* Rs. 3,99,00,0004 Shri Anil Gupta KEI Industries Limited* Rs. 1,48,51,000

Source: *Annual Report of the Company 2013-14

It means the remuneration recommended by the NRC and as considered by the Board is in line with other industries in the same segment and with similar size and hence the board is of the view that the proposed remuneration is reasonable and appropriate.

7. Pecuniary relationship directly or indirectly with the company or relationship with managerial personnel if any Shri Sumit Bhatnagar is promoter of the Company and brother of Shri Amit Bhatnagar, Managing Director of the Company.

III. OTHER INFROMATION

IV. DISCLOSURES 1. All elements of remuneration package such as salary, benefits, bonus, stock option, pension etc. of all the directors: Shri

Bhatnagar is entitled for HRA, Conveyance, Medical, LTA, Education allowance PF and ESI. 2. Details of fixed components and performance linked incentives along with the performance criteria: Not Applicable. 3. Service contract, notice period, severance fees: Not Applicable. 4. Stock option details if any and whether the same has been issued at a discount as well as the period over which accrued

and over which exercisable Not Applicable.

The Re-appointment of Shri Sumit Bhatnagar is in accordance with the norms laid down in Schedule V of the Companies Act, 2013, and any approval of the Central Government, along with the shareholders of the Company, if required, would be obtained in accordance with the provisions of Schedule V of the Companies Act, 2013.This may be treated as an abstract of terms and memorandum of interest pursuant to provisions of the Companies Act, 2013. Except Shri Sumit Bhatnagar and his relative Shri Amit Bhatnagar, none of the other Directors and Key Managerial Personal may be considered to be concerned or interested in passing of this resolution.The Board recommends the Resolution for approval of the Shareholders.

By Order of the Board, Amit Bhatnagar Managing Director & Chairman of the Meeting Date : 13th August, 2015Place : Vadodara

Prox

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Diamond Power Infrastructure LimitedCIN: L31300GJ1992PLC018198

Corporate Office: “Essen House”, 5/9-10, B.I.D.C., Gorwa, Vadodara-390016, (Gujarat) India, Ph.: 0265-2284328, 2283969, Fax: 0265-2280528, Email: [email protected] Website: www.diatron.in

Registered Office: Phase II, Village: Vadadala, Tal.Savli, Dist. Vadodara-391520, India. Ph.: 02667-251516, 251354 Fax: 02667-251202

FORM NO. MGT-11

Proxy Form[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of the Member(s):

Registered Address:

E-mail Id:

Folio No./Client Id:

DP ID:

I/We, being the member (s) of ....................................................................................................................... Shares of the above named Company, hereby appoint

1. Name:

Address:

E-mail Id:

Signature: , or failing him

2. Name:

Address:

E-mail Id:

Signature: , or failing him

3. Name:

Address:

E-mail Id:

Signature: , or failing himAs my/our proxy to attend and vote (on a poll) for me/ s and on my/our behalf at the 23rd Annual General Meeting of the Company, to be held on Wednesday, 30th September, 2015 at 10:00 A.M. at Vadodara and at any adjournment thereof in respect of such resolutions as are indicated below:

Res. No Description For* Against*01 To receive, consider and adopt the audited financial statement including statement of Profit &

Loss of the company for the financial year ended on 31st March, 2015 together with the Reports of the Directors’ and Auditors’ thereon

02 To Appoint a Director in place of Shri Amit Suresh Bhatnagar (DIN : 00775880), who retire by rotation and, being eligible to offer himself for re-appointment.

03 To Appoint a Director in place of Shri Sumit Suresh Bhatnagar (DIN : 00776129), who retire by rotation and, being eligible to offer himself for re-appointment.

04 To Consider and Appoint M/s. B S R & Co., LLP as Joint Statutory Auditors of the Company and to fix their remuneration.

05 To Consider and Appoint M/s. A. Yadav & Associates as Joint Statutory Auditors of the Company and to fix their remuneration.

06 To Appoint Ms. Nivedita Pandya (DIN : 02992638) as woman Director of the Company. 07 To Appoint Shri Jaideep Nigam (DIN : 07253279) as Independent Director of the Company. 08 To Appoint and fix remuneration of M/s. S S Puranik & Associates, Cost Accountants for the

purpose of conducting Cost Audit. 09 To Re-Appoint and Fix remuneration of Shri Amit Bhatnagar as Managing Director of the Company10 To Re-Appoint and Fix remuneration of Shri Sumit Bhatnagar as Jt. Managing Director of the

Company

Signed this ................................. day of September, 2015

.................................................... Signature of Shareholder

AffixRevenueStamp

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